Exhibit
10.3


 


LICENSE
AGREEMENT


 


This
LICENSE AGREEMENT (this “Agreement”) is made and effective as of March 11, 2015 (the “Effective Date”)
by and between Parkview Advisors, LLC, a Delaware limited liability company (the “Licensor”), and Parkview
Capital Credit, Inc., a Maryland corporation (the “Licensee”) (each a “party,” and collectively,
the “parties”).


 


RECITALS


 


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


 


WHEREAS,
the Licensee is a closed-end management 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 11, 2015, by and between the Licensor and the Licensee (the “Advisory
Agreement”), the Licensee has engaged the Licensor to act as the investment adviser 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


 


Section
1.01License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to the Licensee, and the
Licensee hereby accepts from Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Name solely
and exclusively 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.


 


Section
1.02Licensor’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


 


Section
2.01Ownership. The Licensee acknowledges and agrees that Licensor is the owner of all right, title, and interest in
and to 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 and to the Licensed Name.


 


Section
2.02Goodwill. 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 disparages or reflects
adversely on 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


 


Section
3.01Quality 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.


 


Section
3.02Compliance 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.


 


Section
3.03Notification 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


 


Section
4.01Mutual 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.


 


ARTICLE
5.

TERM AND TERMINATION


 


Section
5.01Term. This Agreement shall remain in effect only for so long as the Licensor or one of its affiliates remains the
Licensee’s investment adviser.


 


Section
5.02Upon 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


 


Section
6.01Assignment. 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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Section
6.02Independent 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.


 


Section
6.03Notices. 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.


 


Section
6.04Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland,
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 Maryland 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.


 


Section
6.05Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by all parties
hereto.


 


Section
6.06No 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.


 


Section
6.07Severability. 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.


 


Section
6.08Headings. 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.


 


Section
6.09Counterparts. 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.


 






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Section
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.


 


Section
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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of Page Intentionally Blank]


 






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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:

	 	PARKVIEW ADVISORS, LLC 
	 	 	 
	 	By:	/s/ KEITH W. SMITH
	 	 	Name: Keith
W. Smith
	 	 	Title:   Managing Member
	 	 	 
	 	LICENSEE:
	 	PARKVIEW CAPITAL CREDIT, INC. 
	 	 	 
	 	By:	/s/ KEITH W. SMITH
	 	 	Name: Keith W. Smith
	 	 	Title:   President and Chief Executive Officer


 


 


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