EXHIBIT
10.1


INVESTMENT ADVISORY AGREEMENT


BETWEEN


PRINCETON CAPITAL CORPORATION


AND


PRINCETON INVESTMENT ADVISORS, LLC


AGREEMENT, dated as of March 13, 2015, between
Princeton Capital Corporation, a Maryland corporation (the
“Corporation”),
and Princeton Investment Advisors, LLC (the “Adviser”),
a Delaware limited liability company.


WHEREAS, the Adviser has agreed to furnish
investment advisory services to the Corporation, which intends to
elect to operate as a business development company under the
Investment Company Act of 1940, as amended (the “1940
Act”); and


WHEREAS, this Agreement has been approved in
accordance with the provisions of the 1940 Act, and the Adviser is
willing to furnish such services upon the terms and conditions
herein set forth.


NOW, THEREFORE, in consideration of the mutual
premises and covenants herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, it is
agreed by and between the parties hereto as follows:


1. In
General. The Adviser agrees, all as more fully set forth
herein, to act as investment advisor to the Corporation with
respect to the investment of the Corporation’s assets and to
supervise and arrange for the day-to-day operations of the
Corporation and the purchase of assets for and the sale of assets
held in the investment portfolio of the Corporation.


2. Duties and
Obligations of the Adviser with Respect to Investment of Assets of
the Corporation.


(a) Subject to the succeeding provisions
of this paragraph and subject to the direction and control of the
Corporation’s board of directors (the “Board of
Directors”), the Adviser shall act as the investment
advisor to the Company and to manage the investment and
reinvestment of the assets of the Company. Without limiting the
generality of the foregoing, the Adviser shall, during the term and
subject to the provisions of this Agreement, (i) determine the
composition of the portfolio of the Corporation, the nature and
timing of the changes therein and the manner of implementing such
changes; (ii) identify, evaluate and negotiate the structure of the
investments made by the Corporation; (iii) execute, close, service
and monitor the investments that the Corporation makes; (iv)
determine the securities and other assets that the Corporation will
purchase, retain or sell; (v) perform due diligence on prospective
portfolio companies; and (vi) provide the Corporation with such
other investment advisory, research and related services as the
Corporation may, from time to time, reasonably require for the
investment of its funds. Nothing contained herein shall be
construed to restrict the Corporation’s right to hire its own
employees or to contract for administrative services to be
performed by third parties, including but not limited to, the
calculation of the net asset value of the Corporation’s
shares.


(b) In the performance of its duties under
this Agreement, the Adviser shall at all times use all reasonable
efforts to conform to, and act in accordance with, any requirements
imposed by (i) the provisions of the 1940 Act, and of any rules or
regulations in force thereunder, subject to the terms of any
exemptive order applicable to the Corporation; (ii) any other
applicable provision of law; (iii) the provisions of the Articles
of Amendment and Restatement and the Bylaws of the Corporation, as
such documents are amended from time to time; (iv) the investment
objectives, policies and restrictions applicable to the Corporation
as set forth in the Corporation’s proxy statement on Schedule
14C, initially filed on July 21, 2014, as they may be amended from
time to time by the Board of Directors or stockholders of the
Corporation; and (v) any policies and determinations of the Board
of Directors of the Corporation and provided in writing to the
Adviser.


(c) The Adviser will seek to provide
qualified personnel to fulfill its duties hereunder and, except as
set forth in the following sentence, will bear all costs and
expenses incurred in connection with its investment
advisory


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duties hereunder. The Corporation shall
reimburse the Adviser for all direct and indirect costs and
expenses incurred by the Adviser for office space rental, office
equipment, utilities and other non-compensation related overhead
allocable to performance of investment advisory services hereunder
by the Adviser, including the costs and expenses of due diligence
of potential investments, monitoring performance of the
Corporation’s investments, serving as directors and officers
of portfolio companies, providing managerial assistance to
portfolio companies, enforcing the Corporation’s rights in
respect of its investments and disposing of investments. All
allocations made pursuant to this paragraph (c) shall be made
pursuant to allocation guidelines approved from time to time by the
Board of Directors. The Corporation shall also be responsible for
the payment of all the Corporation’s other expenses,
including payment of the fees payable to the Adviser under Section
6 hereof; organizational and offering expenses; expenses incurred
in valuing the Corporation’s assets and computing its net
asset value per share (including the cost and expenses of any
independent valuation firm); expenses incurred by the Adviser or
payable to third parties, including agents, consultants or other
advisors, in monitoring financial and legal affairs for the
Corporation and in monitoring the Corporation’s investments
and performing due diligence on the Corporation’s prospective
portfolio companies or otherwise related to, or associated with,
evaluating and making investments; interest payable on debt, if
any, incurred to finance the Corporation’s investments and
expenses related to unsuccessful portfolio acquisition efforts;
offerings of the Corporation’s common stock and other
securities; investment advisory and management fees payable under
this Agreement; administration fees; transfer agent and custody
fees and expenses; federal and state registration fees; all costs
of registration and listing the Corporation’s shares on any
securities exchange; federal, state and local taxes; independent
directors’ fees and expenses; costs of preparing and filing
reports or other documents required by the Securities and Exchange
Commission (“SEC”)
or other regulators; costs of any reports, proxy statements or
other notices to stockholders, including printing costs; the costs
associated with individual or group stockholders; the
Corporation’s allocable portion of the fidelity bond,
directors and officers/errors and omissions liability insurance,
and any other insurance premiums; direct costs and expenses of
administration and operation, including printing, mailing, long
distance telephone, copying, secretarial and other staff,
independent auditors and outside legal costs; and all other
non-investment advisory expenses incurred by the Corporation or the
Adviser in connection with the administering the
Corporation’s business.


(d) The Adviser shall give the Corporation
the benefit of its professional judgment and effort in rendering
services hereunder, but neither the Adviser nor any of its
officers, directors, employees, agents or controlling persons shall
be liable for any act or omission or for any loss sustained by the
Corporation in connection with the matters to which this Agreement
relates, provided, that the foregoing exculpation shall not apply
to a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this
Agreement; provided further, however, that the foregoing shall not
constitute a waiver of any rights which the Corporation may have
which may not be waived under applicable law.


(e) The Adviser will place orders either
directly with the issuer or with any broker or dealer. Subject to
the other provisions of this paragraph, in placing orders with
brokers and dealers, the Adviser will attempt to obtain the best
price and the most favorable execution of its orders. In placing
orders, the Adviser will consider the experience and skill of the
firm’s securities traders as well as the firm’s
financial responsibility and administrative efficiency. Consistent
with this obligation, the Adviser may select brokers on the basis
of the research, statistical and pricing services they provide to
the Corporation and other clients of the Adviser. Information and
research received from such brokers will be in addition to, and not
in lieu of, the services required to be performed by the Adviser
hereunder. A commission paid to such brokers may be higher than
that which another qualified broker would have charged for
effecting the same transaction, provided that the Adviser
determines in good faith that such commission is reasonable in
terms either of the transaction or the overall responsibility of
the Adviser to the Corporation and its other clients and that the
total commissions paid by the Corporation will be reasonable in
relation to the benefits to the Corporation over the long term,
subject to review by the Board of Directors of the Corporation from
time to time with respect to the extent and continuation of such
practice to determine whether the Corporation benefits, directly or
indirectly, from such practice.


3. Services
Not Exclusive. Nothing in this Agreement shall prevent the
Adviser or any officer, employee or other affiliate thereof from
acting as investment advisor for any other person, firm or
corporation, or from engaging in any other lawful activity, and
shall not in any way limit or restrict the Adviser or any of its
officers, employees or agents from buying, selling or trading any
securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided,
however,
that the Adviser will not undertake, and will cause its
employees


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not to undertake, activities which, in its
reasonable judgment, will adversely affect the performance of the
Adviser’s obligations under this Agreement.


4. Agency
Cross Transactions. From time to time, the Adviser or
brokers or dealers affiliated with it may find themselves in a
position to buy for certain of their brokerage clients (each an
“Account”)
securities which the Adviser’s investment advisory clients
wish to sell, and to sell for certain of their brokerage clients
securities which advisory clients wish to buy. Where one of the
parties is an advisory client, the Adviser or the affiliated broker
or dealer cannot participate in this type of transaction (known as
a cross transaction) on behalf of an advisory client and retain
commissions from one or both parties to the transaction without the
advisory client’s consent. This is because in a situation
where the Adviser is making the investment decision (as opposed to
a brokerage client who makes his own investment decisions), and the
Adviser or an affiliate is receiving commissions from both sides of
the transaction, there is a potential conflicting division of
loyalties and responsibilities on the Adviser’s part
regarding the advisory client. The SEC has adopted a rule under the
Advisers Act which permits the Adviser or its affiliates to
participate on behalf of an Account in agency cross transactions if
the advisory client has given written consent in advance. By
execution of this Agreement, the Corporation authorizes the Adviser
or its affiliates to participate in agency cross transactions
involving an Account. The Corporation may revoke its consent at any
time by written notice to the Adviser.


5. Expenses.
During the term of this Agreement, the Adviser will bear all
compensation expense (including health insurance, pension benefits,
payroll taxes and other compensation related matters) of its
employees and shall bear the costs of any salaries or
directors’ fees of any officers or directors of the
Corporation who are affiliated persons (as defined in the 1940 Act)
of the Adviser.


6. Compensation
of the Adviser. The Adviser, for its services to the
Corporation, will be entitled to receive a management fee (the
“Base Management Fee”) and an incentive fee
(“Incentive Fee”) from the Corporation.


(a) The Base Management Fee will be
calculated at an annual rate of 1.75% of the Corporation’s
gross assets, including assets purchased with borrowed funds or
other forms of leverage and excluding cash and cash equivalents.
The Base Management Fee is payable quarterly in arrears on a
calendar quarter basis. For the period from the date of
commencement of the Corporation’s operations (the
“Commencement Date”) through the end of the first and
second quarters of the Corporation’s operations, the Base
Management Fee will be calculated based on the initial value of the
Corporation’s gross assets. Subsequently, the Base Management
Fee will be calculated based on the average value of the
Corporation’s gross assets at the end of the two most
recently completed calendar quarters prior to the quarter for which
such fees are being calculated. Base Management Fees for any
partial month or quarter will be appropriately
pro-rated.


(b) The Incentive Fee will consist of two
parts, as follows:


(i) The first component of the Incentive
Fee (the “Income-Based Fee”) will be calculated and
payable quarterly in arrears based on the Pre-Incentive Fee Net
Investment Income for the immediately preceding calendar quarter
for which such fees are being calculated and shall be payable
promptly following the filing of the Corporation’s financial
statements for such quarter. “Pre-Incentive Fee Net
Investment Income” means interest income, dividend income and
any other income (including any other fees, such as commitment,
origination, structuring, diligence, managerial assistance and
consulting fees or other fees that the Corporation receives from
portfolio companies) accrued during the calendar quarter, minus the
Corporation’s operating expenses for the quarter (including
the Base Management Fee, expenses payable under the
Corporation’s administration agreement (the
“Administration Agreement”), any interest expense and
any dividends paid on any issued and outstanding preferred stock,
but excluding the Incentive Fee). Pre-Incentive Fee Net Investment
Income includes, in the case of investments with a deferred
interest feature (such as original issue discount, debt instruments
with payment-in-kind interest and zero coupon securities), accrued
income not yet received in cash; provided, however, that the
portion of the Incentive Fee attributable to deferred interest
features shall be paid, together with interest thereon from the
date of deferral to the date of payment at the prime rate published
from time to time by the Wall Street Journal or, in the absence
thereof, a bank chosen by the board of directors, only if and to
the extent received in cash, and any accrual thereof shall be
reversed if and to the extent such interest is reversed in
connection with any write off or similar treatment of the
investment giving rise to any deferred interest accrual, applied in
each case in the order such interest was accrued. Such subsequent
payments in respect of previously accrued income shall not reduce
the amounts payable for any quarter pursuant to clause (ii) below.
Pre-Incentive Fee Net Investment Income does not include any
realized capital gains, realized capital losses or unrealized
capital appreciation or depreciation.


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(ii) Pre-Incentive Fee Net Investment
Income, expressed as a rate of return on the value of the
Corporation’s net assets (defined as total assets less senior
securities constituting indebtedness and preferred stock) at the
end of the calendar quarter for which such fees are being
calculated, will be compared to a “hurdle rate” of 2.0%
per quarter (8.0% annualized). The Corporation will pay the Adviser
the Income-Based Fee with respect to the Corporation’s
Pre-Incentive Fee Net Investment Income in each calendar quarter as
follows:


(1)    no Income-Based Fee for
any calendar quarter in which the Corporation’s Pre-Incentive
Fee Net Investment Income does not exceed the hurdle
rate;


(2)    100% of the
Corporation’s Pre-Incentive Fee Net Investment Income for any
calendar quarter with respect to that portion of the Pre-Incentive
Fee Net Investment Income for such quarter, if any, that exceeds
the hurdle rate but is less than 2.5% (10.0% annualized);
and


(3)    20.0% of the amount of the
Corporation’s Pre-Incentive Fee Net Investment Income for any
calendar quarter with respect to that portion of the Pre-Incentive
Fee Net Investment Income for such quarter, if any, that exceeds
2.5% (10.0% annualized);


provided that, no
Incentive Fee in respect of Sections 6(c)(i) and 6(c)(ii) hereof
will be payable except to the extent 20.0% of the cumulative net
increase in net assets resulting from operations over the calendar
quarter for which such fees are being calculated and the 11
preceding quarters exceeds the cumulative Incentive Fees accrued
and/or paid pursuant to Section 6(c) hereof for such 11 preceding
quarters. For the foregoing purpose, the “cumulative net
increase in net assets resulting from operations” is the
amount, if positive, of the sum of Pre-Incentive Fee Net Investment
Income, realized gains and losses and unrealized appreciation and
depreciation of the Corporation for the calendar quarter for which
such fees are being calculated and the 11 preceding calendar
quarters. These calculations will be appropriately adjusted for any
share issuances or repurchases during the calendar quarter for
which such fees are being calculated.


(iii) The second part of the Incentive Fee
(the “Capital
Gains Fee”) will be determined and payable in arrears
as of the end of each calendar year (or upon termination of this
Agreement as set forth below), commencing with the calendar year
ending on December 31, 2014, and is calculated at the end of each
applicable year by subtracting (1) the sum of the
Corporation’s cumulative aggregate realized capital losses
and aggregate unrealized capital depreciation from (2) the
Corporation’s cumulative aggregate realized capital gains, in
each case calculated from the Commencement Date. If the amount so
calculated is positive, then the Capital Gains Fee for such year is
equal to 20.0% of such amount, less the aggregate amount of Capital
Gains Fees paid in all prior years; provided that the Incentive Fee
determined as of December 31, 2014 will be calculated for a period
of shorter than twelve calendar months to take into account any
realized capital gains computed net of all realized capital losses
and unrealized capital depreciation for the period ending December
31, 2014. If such amount is negative, then no Capital Gains Fee
will be payable for such year. If this Agreement is terminated as
of a date that is not a calendar year end, the termination date
shall be treated as though it were a calendar year end for purposes
of calculating and paying a Capital Gains Fee.


7. Indemnification.
The Adviser (and its officers, managers, partners, agents,
employees, controlling persons, members and any other person or
entity affiliated with the Adviser) shall not be liable to the
Corporation for any action taken or omitted to be taken by the
Adviser in connection with the performance of any of its duties or
obligations under this Agreement or otherwise as an investment
adviser of the Corporation (except to the extent specified in
Section 36(b) of the 1940 Act concerning loss resulting from a
breach of fiduciary duty (as the same is finally determined by
judicial proceedings) with respect to the receipt of compensation
for services), and the Corporation shall indemnify, defend and
protect the Adviser (and its officers, managers, partners, agents,
employees, controlling persons, members and any other person or
entity affiliated with the Adviser) (collectively, the
“Indemnified Parties”) and hold them harmless from and
against all damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in
settlement) incurred by the Indemnified Parties in or by reason of
any pending, threatened or completed action, suit, investigation or
other proceeding (including an action or suit by or in the right of
the Corporation or its security holders) arising out of or
otherwise based upon the performance of any of the Adviser’s
duties or obligations under this Agreement or otherwise as an
investment adviser of the Corporation. Notwithstanding the
preceding sentence of this Section 7 to the contrary, nothing
contained herein shall protect or be deemed to protect the
Indemnified Parties against or entitle or be deemed to entitle the
Indemnified Parties to indemnification in respect of, any liability
to the Corporation or its security holders to which the Indemnified
Parties would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in


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the performance of the Adviser’s duties or
by reason of the reckless disregard of the Adviser’s duties
and obligations under this Agreement (as the same shall be
determined in accordance with the 1940 Act and any interpretations
or guidance by the SEC or its staff thereunder).


8. Duration
and Termination.


(a) This Agreement shall become effective
as of the first date above written. This Agreement may be
terminated at any time, without the payment of any penalty, upon 60
days’ written notice, (i) by the vote of a majority of the
outstanding voting securities of the Corporation, (ii) by the vote
of the Corporation’s Directors, or (iii) by the Advisor. The
provisions of Section 8 of this Agreement shall remain in full
force and effect, and the Advisor shall remain entitled to the
benefits thereof, notwithstanding any termination of this
Agreement. Further, notwithstanding the termination or expiration
of this Agreement as aforesaid, the Advisor shall be entitled to
any amounts owed under Section 3 through the date of termination or
expiration and Section 8 shall continue in force and effect and
apply to the Advisor and its representatives as and to the extent
applicable.


(b) This Agreement shall continue in
effect for two years from the date hereof and thereafter shall
continue automatically for successive annual periods, provided that
such continuance is specifically approved at least annually by (A)
the vote of the Board, or by the vote of a majority of the
outstanding voting securities of the Corporation and (B) the vote
of a majority of the members of the Corporation’s Board who
are not parties to this Agreement or “interested
persons” (as such term is defined in Section 2(a)(19) of the
1940 Act) of any such party, in accordance with the requirements of
the 1940 Act.


(c) This Agreement will automatically
terminate in the event of its “assignment” (as such
term is defined for purposes of Section 15(a)(4) of the 1940
Act).


9. Notices.
Any notice under this Agreement shall be in writing to the other
party at such address as the other party may designate from time to
time for the receipt of such notice and shall be deemed to be
received on the earlier of the date actually received or on the
fourth day after the postmark if such notice is mailed first class
postage prepaid.


10. Amendment
of this Agreement. This Agreement may be amended by mutual
consent, but the consent of the Corporation must be obtained in
conformity with the requirements of the 1940 Act.


11. Entire
Agreement: Governing Law. This Agreement contains the entire
agreement of the parties and supersedes all prior agreements,
understandings and arrangements with respect to the subject matter
hereof. This Agreement shall be construed in accordance with the
laws of the State of Texas and in accordance with the applicable
provisions of the 1940 Act. In such case, to the extent the
applicable laws of the State of Texas, or any of the provisions
herein, conflict with the provisions of the 1940 Act, the latter
shall control.


12. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding on, and shall inure to the benefit of the parties hereto
and their respective successors.


13. Counterparts.
This Agreement may be executed in counterparts by the parties
hereto, each of which shall constitute an original counterpart, and
all of which, together, shall constitute one Agreement.


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BLANK]


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IN
WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all
as of the day and the year first above written.


	 	PRINCETON CAPITAL CORPORATION
	 	 	 
	 	By:	/s/
Munish Sood
	 	 	Name: Munish Sood
	 	 	Title:   Chief Executive Officer 
	 	 	 
	 	PRINCETON INVESTMENT ADVISORS, LLC
	 	 	 
	 	By:	/s/ Alfred
Jackson
	 	 	Name: Alfred Jackson
	 	 	Title:   Manager




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