Exhibit 10.1


 





AMENDED AND RESTATED


EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT
AGREEMENT


 


This Amended and Restated Expense Support
and Conditional Reimbursement Agreement (the “Agreement”) is made this 9th day of November,
2016, by and between FREEDOM CAPITAL CORPORATION, a Maryland corporation (the “Company”), and FREEDOM
CAPITAL INVESTMENT ADVISORS LLC, a Delaware limited liability company (“Freedom Capital Investment Advisors”).


 


WHEREAS, the Company is a non-diversified,
closed-end management investment company that has elected to be regulated as a business development company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”);


 


WHEREAS, Freedom Capital Investment Advisors
is the Company’s investment adviser;


 


WHEREAS, the Company and Freedom Capital
Investment Advisors have determined that it is appropriate and in the best interests of the Company to reduce the Company’s
operating expenses until the Company has achieved economies of scale sufficient to ensure that it bears a reasonable level of expense
in relation to its investment income (the “Operating Expense Objective”);


 


WHEREAS, the Company and Freedom Capital
Investment Advisors have determined that it is appropriate and in the best interests of the Company to ensure that no portion of
distributions made to the Company’s stockholders will be paid from offering proceeds or borrowings of the Company (the “Distribution
Objective”);


 


WHEREAS, the Company and Freedom Capital
Investment Advisors previously entered into that Expense Support and Conditional Reimbursement Agreement (the “Expense
Support Agreement”), dated March 20, 2015; and


 


WHEREAS, the Company and Freedom Capital
Investment Advisors seek to amend and restate the Expense Support Agreement.


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the parties hereby agree as follows:


 


	 	1.	Freedom Capital Investment Advisors Expense Payments to the Company


 


(a) On a quarterly basis, Freedom Capital
Investment Advisors shall reimburse the Company for operating expenses and stockholder distributions in an amount sufficient to
meet the Operating Expense Objective and/or the Distribution Objective. For purposes of this Agreement, “Operating
Expenses” means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting
principles, including, without limitation, advisory fees payable pursuant to the Investment
Advisory and Administrative Services Agreement dated as of March 5, 2015 between Freedom Capital Investment Advisors and the Company
(the “Advisory Agreement”), interest on indebtedness for such period, organizational and offering
expenses (as defined by Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority) (“Organization Expenses”),
and expenses incurred in connection with the Company’s ongoing public offering of its common stock (“Offering
Expenses”). Any payments required to be made by Freedom Capital Investment Advisors pursuant to this Section 1(a)
shall be referred to herein as an “Expense Payment.”


 






     


     


    

 


(b) Freedom Capital Investment Advisors’
obligation to make an Expense Payment shall automatically become a liability of Freedom Capital Investment Advisors and the right
to such Expense Payment shall be an asset of the Company no later than the last business day of the applicable calendar quarter.
The Expense Payment for any calendar quarter shall be paid by Freedom Capital Investment Advisors to the Company in any combination
of cash or other immediately available funds, and/or offset against amounts due from the Company to Freedom Capital Investment
Advisors, including amounts due to Freedom Capital Investment Advisors that have become a liability of the Company pursuant to
any other agreement between the Company and Freedom Capital Investment Advisors, no later than the earlier of (i) the date on which
the Company closes its books for such calendar quarter and (ii) forty-five days after the end of such calendar quarter.


 


(c) For purposes of this Agreement, “Available
Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term
capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net
long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on
account of preferred and common equity investments in portfolio companies (to the extent such amounts listed in clause (iii) are
not included under clauses (i) and (ii) above).


 


(d) For purposes of this Agreement, “Reimbursable
Expenses” means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting
principles, that are: (i) reimbursable pursuant to the Advisory Agreement and (ii) paid or accrued by Freedom Capital Investment
Advisors on behalf of the Company and not otherwise already reimbursable pursuant to Section 1(d)(i) above.


 


	 	2.	Reimbursement of Expense Payments by the Company


 


(a) Following any calendar quarter in which
Available Operating Funds exceed the cumulative distributions paid by the Company in such calendar quarter and such excess that
is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred
to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof,
in accordance with Sections 2(b) and 2(c), as applicable, to Freedom Capital Investment Advisors, or accrue such Excess Operating
Funds as a liability, until such time as all Expense Payments made by Freedom Capital Investment Advisors to the Company have been
reimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2(a) shall be referred to herein
as a “Reimbursement Payment.”


 


(b) Subject to Section 2(c), the amount
of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter
and (ii) the aggregate amount of all Expense Payments made by Freedom Capital Investment Advisors to the Company within three years
prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Freedom Capital
Investment Advisors.


 






     


     


    

 


(c) On the date mutually agreed to by the
Company and Freedom Capital Investment Advisors for reimbursement of a specified Expense Support Payment (the “Reimbursement
Date”),the Company hereby agrees to reimburse Freedom Capital Investment Advisors, as promptly as possible, in an
amount equal to such specified Expense Support Payment, provided that (i) the Operating Expense Ratio as of such Reimbursement
Date is equal to or less than the Operating Expense Ratio as of the Expense Support Payment Date attributable to such specified
Expense Support Payment; (ii) the Annualized Distribution Rate as of such Reimbursement Date is equal to or greater than the Annualized
Distribution Rate as of the Expense Support Payment Date attributable to such specified Expense Support Payment; (iii) such Reimbursement
Date is not later than three years following such specified Expense Support Payment Date; and (iv) the Expense Support Payment
does not cause the Company’s Other Operating Expenses to exceed 1.75% of the Company’s net assets attributable to common
shares (as such term is used in the Registration Statement), after taking such reimbursement into account. For purposes of this
Agreement, “Other Operating Expenses” means the Company’s total Operating Expenses (as defined
in Section 1(a) herein), excluding base management fees, incentive fees, organization and offering expenses, financing fees and
costs, interest expense, brokerage commissions and extraordinary expenses. “Operating Expense Ratio”
means Other Operating Expenses, as of the applicable period, expressed as a percentage of the net assets of the Company as of the
relevant measurement date. “Annualized Distribution Rate” means the per share amount of all regular cash
distributions paid to stockholders of the Company, but excluding special cash distributions or the effect of any stock dividends
paid by the Company, as of the applicable period, expressed as a percentage of the Company’s public offering price per share
as of the relevant measurement date.


 


(d) The Company’s obligation to make
a Reimbursement Payment shall automatically become a liability of the Company and the right to such Reimbursement Payment shall
be an asset of Freedom Capital Investment Advisors no later than the last business day of the applicable calendar quarter. The
Reimbursement Payment for any calendar quarter shall be paid by the Company to Freedom Capital Investment Advisors in any combination
of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than
forty-five days after the end of such calendar quarter. Any Reimbursement Payments shall be deemed to have reimbursed Freedom Capital
Investment Advisors for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement
under this Section 2.


 


(e) All Reimbursement Payments hereunder
shall be deemed to relate to the earliest unreimbursed Expense Payments made by Freedom Capital Investment Advisors to the Company
within three years prior to the last business day of the calendar quarter in which such Reimbursement Payment obligation is accrued.


 


	 	3.	Termination and Survival


 


(a) This Agreement shall become effective
as of the date of this Agreement.


 


(b) This Agreement may be terminated at
any time, without the payment of any penalty, by the Company or Freedom Capital Investment Advisors at any time, with or without
notice.


 






     


     


    

 


(c) This Agreement shall automatically terminate
in the event of (i) the termination by the Company of the Advisory Agreement or (ii) the board of directors of the Company makes
a determination to dissolve or liquidate the Company.


 


(d) Sections 3 and 4 of this Agreement shall
survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive
any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Company to Freedom
Capital Investment Advisors.


 


	 	4.	Miscellaneous


 


(a) The captions of this Agreement are included
for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.


 


(b) This Agreement contains the entire agreement
of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.


 


(c) Notwithstanding the place where this
Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State
of Delaware. For so long as the Company is regulated as a business development company under the Investment Company Act, this Agreement
shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent
the applicable laws of the State of Delaware or any of the provisions herein conflict with the provisions of the Investment Company
Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Company to take any action contrary
to the Company’s Articles of Amendment and Restatement or Bylaws, as each may be amended or restated, or to relieve or deprive
the board of directors of the Company of its responsibility for and control of the conduct of the affairs of the Company.


 


(d) 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 and, to this extent, the provisions of this Agreement shall be deemed to be severable.


 


(e) The Company shall not assign this Agreement
or any right, interest or benefit under this Agreement without the prior written consent of Freedom Capital Investment Advisors.


 


(f) This Agreement may be amended in writing
by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which
may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of
said counterparts taken together shall be deemed to constitute one and the same instrument.


  


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives as of the date first written above.


 


 


 


	FREEDOM CAPITAL CORPORATION	 
	
         

         
	 
	By:	  /s/ Jeffrey McClure	 	 
	Name:  Jeffrey McClure	 
	Title:  CEO	 
	 	 
	FREEDOM CAPITAL INVESTMENT ADVISORS LLC	 
	
         

         
	 
	By:	  /s/ Jeffrey McClure	 	 
	Name:  Jeffrey McClure	 
	Title:  CEO	 


 


 


 


 


[Signature Page to Amended and Restated



Expense Support and Conditional Reimbursement
Agreement]