Exhibit 10.2





 


ADMINISTRATION AGREEMENT


 


This Agreement (“Agreement”)
is made as of ______________ by and between Palmer Square Capital BDC Inc., a Maryland corporation (the “Company”),
and Palmer Square BDC Advisor LLC, a Delaware limited liability company (the “Administrator”).


 


WHEREAS, the Company
is a newly organized closed-end management investment fund that intends to elect to be treated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);


 


WHEREAS, the Company
desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter
set forth; and


 


WHEREAS, the Administrator
is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.


 


NOW, THEREFORE, in
consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:


 


		1.	Duties of the Administrator



 


(a) Engagement
of Administrator. The Company hereby retains the Administrator to act as administrator of the Company, and to furnish or arrange
for others to furnish the administrative services, personnel and facilities described below, subject to review by and the overall
control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions
set forth in this Agreement. The Administrator hereby accepts such retention and agrees during such period to render, or arrange
for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses
provided for below. The Administrator, and any others with whom the Administrator subcontracts to provide the services set forth
herein, shall for all purposes herein be deemed to be independent contractors of the Company and shall, unless otherwise expressly
provided or authorized herein or in another contract with the Company, have no authority to act for or represent the Company in
any way or otherwise be deemed agents of the Company.


 


(b) Services.
The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the
operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office
facilities, equipment, clerical, bookkeeping, compliance, and recordkeeping services at such facilities and such other services
as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories,
transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers
and dealers, corporate fiduciaries, insurers, banks, and other persons in any other capacity deemed by the Administrator to be
necessary or desirable. The Administrator shall make reports to the Board of its performance of its obligations hereunder and shall
furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine
to be desirable; provided, however, nothing herein shall be construed to require the Administrator to, and the Administrator
shall not, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain
or sell or provide any other investment advisory services to the Company pursuant to this Agreement. The Administrator shall be
responsible for the financial and other records that the Company is required to maintain, and under the Investment Company Act,
shall prepare, print and disseminate reports to stockholders, and reports and other materials filed with the Securities and Exchange
Commission (the “SEC”). The Administrator will also provide on the Company’s behalf managerial
assistance to the Company’s portfolio companies to which the Company is required to provide such assistance. In addition,
the Administrator shall assist the Company in determining and publishing the Company’s net asset value, oversee the preparation
and filing of the Company’s tax returns, and the printing and dissemination of reports to stockholders of the Company, and
generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services
rendered to the Company by others.


 






     


     


    

 


(c) For
the avoidance of any doubt, the parties agree that the Administrator is authorized, but not required, to enter into such sub-administration
agreements as the Administrator may determine to be necessary or desirable in order to carry out the services set forth in paragraph
1(b) of this Agreement.


 


		2.	Records



 


The Administrator agrees
to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator
hereunder and shall maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance
with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains
for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours,
and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further
agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act shall be preserved
for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided
above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of
such records subject to observance of its confidentiality obligations under this Agreement.


 


		3.	Confidentiality



 


The parties hereto
agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party
to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic
personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of
rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed
to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information
that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement,
or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial
or administrative process, or otherwise by applicable law or regulation.


 






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		4.	Compensation; Allocation of Costs and Expenses



 


(a) In
full consideration for the provision of the services provided by the Administrator under this Agreement, the Company will reimburse
the Administrator for its costs and expenses incurred by the Administrator in performing its obligations and providing services
hereunder, including the allocable portion of the Administrator’s overhead in performing its obligations under this Agreement.
Reimbursement permitted to be made by the Company to the Administrator shall include, but is not limited to the allocable portion
of rent and the compensation paid to, or compensatory distributions received by, the Company’s officers (including the chief
compliance officer and chief financial officer) and any of their respective staff who provide services to the Company, operations
staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the
Company’s Sarbanes-Oxley internal control assessment.


 


(b) The
Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions
and are not specifically assumed by Palmer Square BDC Advisor LLC (the “Adviser”) pursuant to that certain
Investment Advisory Agreement, dated as of [●], 201[●] (the “Investment Advisory Agreement”),
by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those
relating to:


 


(i) the
Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a
BDC;


 


(ii) the
costs of effecting sales and repurchase of shares of the Company’s common stock and other securities;


 


(iii) costs
incurred in calculating the Company’s net asset value (including the cost and expenses of any third-party valuation services);


 


(iv) fees
payable to third parties relating to making investments, including the Adviser’s or its affiliates travel expenses, research
costs and out-of-pocket fees and expenses associated with performing due diligence and review of prospective investments;


 


(v) interest
expense and other costs associated with the Company’s indebtedness;


 


(vi) transfer
agent and custodial fees;


 


(vii) out-of-pocket
fees and expenses associated with marketing efforts;


 


(viii) federal
and state registration fees and any stock exchange listing fees;


 






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(ix) U.S.
federal, state, and local taxes; fees and expenses associated with the independent directors of the Board;


 


(x) brokerage
commissions and markups;


 


(xi) fidelity
bond, directors’ and officers’ liability insurance and other insurance premiums;


 


(xii) direct
costs, such as printing, mailing, long distance telephone and staff;


 


(xiii) fees
and expenses associated with independent audits and outside legal costs;


 


(xiv) costs
associated with the Company’s reporting and compliance obligations under the Investment Company Act and other applicable
U.S. federal and state securities laws; and


 


(xv) other
expenses incurred by the Administrator or the Company in connection with administering the Company’s business, including
payments under this agreement that will be based upon the Company’s allocable portion of overhead costs, including rent and
the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective
staffs.


 


The presence of an item in or its absence
from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 2(b) of Investment Advisory Agreement,
on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either Agreement.


 


For avoidance of doubt, it is agreed and understood
that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses
as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and
expenses that have been paid by the Administrator or its affiliates on behalf of the Company.


 


		5.	Limitation of Liability of the Administrator; Indemnification



 


(a) The
Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity
affiliated with the Administrator or the Adviser to the extent that it is providing services for or otherwise acting on behalf
of the Administrator, Adviser or the Company) shall not be liable to the Company for any action taken or omitted to be taken by
the Administrator or such other person in connection with the performance of any of the Administrator’s duties or obligations
under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator
(and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated
with the Administrator or the Adviser, each of whom shall be deemed a third party beneficiary hereof) (each, individually, an “Indemnified
Party” and collectively, the “Indemnified Parties”) and hold each of them harmless
from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably
paid in settlement) incurred by any of them 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 Company or its security holders) arising out of or otherwise
based upon the performance in good faith of any of the Administrator’s duties or obligations under this Agreement or otherwise
as administrator for the Company. The Company’s indemnification of Indemnified Parties shall, to the extent not in conflict
with such insurance policy, be secondary to any and all payment to which any Indemnified Party is entitled from any relevant insurance
policy issued to or for the benefit of the Company and its affiliates or any Indemnified Party. The Company’s indemnification
of the Indemnified Parties shall also be secondary to any payment pursuant to any other indemnification obligation of any other
relevant entity or person, including under any insurance policy issued to or for the benefit of such other entity or person, in
all cases, to the extent not in conflict with the applicable other indemnification or insurance contract. In the event of payment
by the Company under this Agreement and pursuant to its indemnification obligations, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of the Indemnified Parties, including the rights of any Indemnified Party under
any insurance policies. 


 






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(b) For
any claims indemnified by the Company under Section 5(a) above, to the fullest extent permitted by and subject to the applicable
conditions of law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party
in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition
of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement
or statements from the Indemnified Party requesting such advance or advances from time to time.  Each Indemnified Party hereby
undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the
Indemnified Party is not entitled under this Agreement to be indemnified by the Company.  Such undertaking shall be unsecured
and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the
Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form
of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. 


 


(c) Notwithstanding
the above provisions of Section 5 of this Agreement, 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
Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the
Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in
accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).


 


		6.	Activities of the Administrator



 


The services of the
Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in
the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise,
and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator
and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.


 






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		7.	Duration and Termination of this Agreement



 


(a) This
Agreement shall become effective as of the first date above written. The provisions of Section 5 of this Agreement shall remain
in full force and effect, and the Administrator 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 Administrator shall
be entitled to any amounts owed under Section 4 through the date of termination or expiration, and Section 3 and Section 9 shall
continue in force and effect following such termination. 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:


 


(i) the
vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and


 


(ii) the
vote of a majority of the members of the Company’s Board who are not parties to this Agreement or “interested persons”
(as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements
of the Investment Company Act.


 


(b) The
Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice to the other party,
by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Administrator.


 


(c) This
Agreement may not be assigned by a party without the consent of the other party; provided, however, that the rights
and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed entity in the event of
the merger of the Company into, or conveyance of all of the assets of the Company 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 Company’s legal form
into another limited liability entity.


 


		8.	Amendments of this Agreement 



 


This Agreement may
be amended pursuant to a written instrument by mutual consent of the parties.


 


		9.	Governing Law



 


This Agreement shall be construed in accordance
with laws of the State of Maryland. 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 Maryland or any of the provisions herein conflict with the provisions
of the Investment Company Act, the latter shall control.


 






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		10.	Entire Agreement



 


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


 


		11.	Notices



 


Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.


 


		12.	Third Party Beneficiaries



 


Except for any Indemnified
Party (with respect to Section 5), the Indemnified Parties being intended beneficiaries of Section 5, this Agreement is for the
sole benefit of the parties hereto and their permitted assigns and nothing herein express or implied will give or be construed
to give any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.


 


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of Page Intentionally Left Blank]


 




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


 


	 	PALMER
    SQUARE CAPITAL BDC INC.
	 	 	 
	 	By:	
	 		Name: 
	 		Title: 
	 	 	 
	 	PALMER
    SQUARE BDC ADVISOR LLC
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 





[Signature Page to Administration Agreement]




 


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