Exhibit
10.1


 


FORM
OF INVESTMENT ADVISORY AGREEMENT


 


BETWEEN


 


PHAROS
CAPITAL BDC, INC.


 


AND


 


PHAROS
CAPITAL GROUP, LLC


 


AGREEMENT,
dated as of March 7, 2018, between Pharos Capital BDC, Inc., a Maryland corporation (the “Corporation”),
and Pharos Capital Group, LLC (the “Advisor”), a Delaware limited liability company.


 


WHEREAS,
the Advisor 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”);


 


WHEREAS,
the Advisor is an investment adviser that is registered under the Investment Advisers Act of 1940 (the “Advisers Act”);


 


WHEREAS,
this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Advisor 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 Advisor 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 Advisor 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 Advisor shall (i) act as investment advisor for and supervise and manage the
                                         investment and reinvestment of the Corporation’s assets and in connection therewith
                                         have complete discretion in purchasing and selling securities and other assets for the
                                         Corporation and in voting, exercising consents and exercising all other rights appertaining
                                         to such securities and other assets on behalf of the Corporation; (ii) supervise
                                         continuously the investment program of the Corporation and the composition of its investment
                                         portfolio; (iii) arrange, subject to the provisions of Section 2(e) hereof,
                                         for the purchase and sale of securities and other assets held in the investment portfolio
                                         of the Corporation; and (iv) subject to the approval of the Corporation’s board
                                         of directors as necessary or appropriate, arrange for and/or facilitate the raising of
                                         equity or debt capital including credit facilities with senior lenders. 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 Advisor 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 Certificate
                                         of Incorporation 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 Registration Statement on
                                         Form 10, dated January 19, 2018 (the “Registration Statement”),
                                         as they may be amended from time to time by the Board of Directors or shareholders of
                                         the Corporation; and (v) any policies and determinations of the Board of Directors
                                         of the Corporation and provided in writing to the Advisor.



 


		c)	The
                                         Advisor 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 duties thereunder. The Corporation shall reimburse
                                         the Advisor for all direct and indirect costs and expenses incurred by the Advisor for
                                         office space rental, office equipment, utilities and other non-compensation related overhead
                                         allocable to performance of investment advisory services hereunder by the Advisor, 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 Advisor under Section 5 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 Advisor or payable to third parties, including agents,
                                         consultants or other advisors and travel expense, in monitoring financial and legal affairs
                                         for the Corporation and in monitoring the Corporation’s investments and enforcing
                                         the Corporation’s rights in respect of such investments; performing due diligence
                                         on the Corporation’s prospective portfolio companies; interest and any fees payable
                                         on debt, if any, incurred to finance the Corporation’s investments; distributions
                                         on shares; 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; the allocated costs of providing managerial assistance
                                         to those portfolio companies that require it; fees, including legal fees, payable to
                                         third parties, including agents, consultants or other advisors, relating to, or associated
                                         with, evaluating, making, documenting and disposing of investments; brokerage or placement
                                         agent fees and commissions; the Corporation’s dues, fees and charges of any trade
                                         association of which the Corporation is a member; federal, state and foreign registration
                                         and license 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, registration statements, prospectuses
                                         or other documents required by the SEC, including printing and mailing costs; costs of
                                         any reports, proxy statements or other notices to stockholders, including printing and
                                         mailing costs; the expenses of holding shareholder meetings; 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, communication costs, copying, secretarial
                                         and administrative staff, independent auditors and outside legal costs; litigation and
                                         indemnification and other extraordinary or non-recurring expenses; costs of winding up,
                                         costs incurred in connection with the formation or maintenance of entities or vehicles
                                         to hold the Corporation’s assets or for other purposes; costs associated with reporting
                                         and compliance obligations under the 1940 Act and applicable federal and state securities
                                         laws; and all other non-investment advisory expenses of the Corporation reasonably incurred
                                         by the Corporation or the Advisor in connection with administering the Corporation’s
                                         business, such as the allocable portion of overhead under its administration agreement,
                                         including rent and other allocable portions of the cost of certain of the Corporation’s
                                         officers, including but not limited to the Chief Financial Officer and the Chief Compliance
                                         Officer, and their respective staffs.



 



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		d)	The
                                         Advisor shall give the Corporation the benefit of its professional judgment and effort
                                         in rendering services hereunder, but neither the Advisor 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 (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), 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
                                         Advisor 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 Advisor will attempt to obtain the best price and the most favorable execution
                                         of its orders. In placing orders, the Advisor 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 Advisor may select
                                         brokers on the basis of the research, statistical and pricing services they provide to
                                         the Corporation and other clients of the Advisor. 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 Advisor 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 Advisor determines in good faith that such commission is reasonable
                                         in terms either of the transaction or the overall responsibility of the Advisor 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. In addition, the Advisor is authorized
                                         to take into account the sale of shares of the Corporation in allocating purchase and
                                         sale orders for portfolio securities to brokers or dealers (including brokers and dealers
                                         that are affiliated with the Advisor), provided that the Advisor believes that the quality
                                         of the transaction and the commission are comparable to what they would be with other
                                         qualified firms.



 



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		f)	The
                                         Advisor shall for all purposes herein provided be deemed to be an independent contractor
                                         and, except as expressly provided or authorized herein, shall have no authority to act
                                         for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.



 


		g)	The
                                         Advisor shall keep and preserve for the period required by the Investment Company Act
                                         any books and records relevant to the provision of its investment advisory services to
                                         the Corporation and shall specifically maintain all books and records in accordance with
                                         Section 31(a) of the 1940 Act with respect to the Corporation’s portfolio transactions
                                         and shall render to the Corporation’s Board of Directors such periodic and special
                                         reports as the Corporation’s Board of Directors may reasonably request. The Advisor
                                         agrees that all records that it maintains for the Corporation are the property of the
                                         Corporation and will surrender promptly to the Corporation any such records upon the
                                         Corporation’s request, provided that the Advisor may retain a copy of such records.



 


		h)	The
                                         Advisor has a fiduciary responsibility and duty to the Corporation and the Corporation’s
                                         stockholders for the safekeeping and use of all the funds and assets of the Corporation,
                                         whether or not in the Advisor’s immediate possession or control.



 


		3)	Services
                                         Not Exclusive. Nothing in this Agreement shall prevent the Advisor 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 Advisor 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
                                         Advisor will not undertake, and will cause its employees not to undertake, activities
                                         which, in its judgment, will adversely affect the performance of the Advisor’s
                                         obligations under this Agreement.



 


		4)	Expenses.
                                         During the term of this Agreement, the Advisor 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 Advisor.



 



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		5)	Compensation
                                         of the Advisor.



 


		a)	The
                                         Advisor, for its services to the Corporation, will be entitled to receive a management
                                         fee (the “Base Management Fee”) from the Corporation determined
                                         in accordance with U.S. generally accepted accounting principles. The Base Management
                                         Fee will be payable at the beginning of each calendar quarter and will be calculated
                                         at an annual rate of 1.50% of total assets as of the end of the most recently completed
                                         calendar quarter and of all uncalled capital committed to the Corporation by investors
                                         as of the end of the most recently completed calendar quarter. The Base Management Fee
                                         for any partial month or quarter will be appropriately prorated.



 


		b)	For
                                         purposes of this Agreement, the gross assets and net assets of the Corporation shall
                                         be calculated pursuant to the procedures adopted by the Board of Directors of the Corporation
                                         for calculating the value of the Corporation’s assets.



 


		c)	The
                                         Advisor will also be entitled to receive an incentive fee, which consists of two parts,
                                         as follows:



 


		i)	Under
                                         the investment income component, the Corporation will pay the Advisor each quarter an
                                         incentive fee with respect to the Corporation’s pre-incentive fee net investment
                                         income. The investment income component will be calculated and payable quarterly in arrears
                                         based on the pre-incentive fee net investment income for the immediately preceding fiscal
                                         quarter. Payments based on pre-incentive fee net investment income will be based on the
                                         pre-incentive fee net investment income earned for the quarter. For this purpose, “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 and consulting fees or other fees the Corporation receives from portfolio
                                         companies) the Corporation accrues during the fiscal quarter, minus the Corporation’s
                                         operating expenses for the quarter, including the base management fee, expenses payable
                                         under the administration agreement (the “Administration Agreement”)
                                         entered into between us and U.S. Bank, and any interest expense and dividends paid on
                                         any issued and outstanding preferred stock, but excluding the incentive fee; provided
                                         however, that pre-incentive fee net investment income shall be reduced by multiplying
                                         the pre-incentive fee net investment income earned for the quarter by a fraction, the
                                         numerator of which is the Corporation’s total assets (as of quarter-end) minus
                                         average daily borrowings for the immediately preceding fiscal quarter, and the denominator
                                         of which is the Corporation’s total assets (as of quarter-end) for the immediately
                                         preceding fiscal quarter. 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 pay in kind interest and zero coupon securities), accrued income that
                                         the Corporation has not yet received in cash; provided, however, that the portion of
                                         the incentive fee attributable to deferred interest features shall be paid, 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 the calculation
                                         of the investment income component described above. 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 the average daily amount of funded capital commitments from investors
                                         during the immediately preceding fiscal quarter), will be compared to a “hurdle
                                         rate” of 2.0% per quarter (8.0% annualized). The Corporation shall pay the Advisor
                                         an incentive fee with respect to the Corporation’s pre-incentive fee net investment
                                         income in each calendar quarter as follows:



 


		(1)	No
                                         incentive fee in any calendar quarter in which the Corporation’s pre-incentive
                                         fee net investment income does not exceed the hurdle rate of 2.0%;



 


		(2)	100%
                                         of the Corporation’s pre-incentive fee net investment income with respect to that
                                         portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle
                                         rate but is less than 2.5% in any calendar quarter (10.0% annualized) (the portion of
                                         the Corporation’s pre-incentive fee net investment income that exceeds the hurdle
                                         but is less than 2.5% is referred to as the “catch-up”; the “catch-up”
                                         is meant to provide the Advisor with 20.0% of the Corporation’s pre-incentive fee
                                         net investment income as if a hurdle did not apply if the Corporation’s pre-incentive
                                         fee net investment income exceeds 2.5% in any calendar quarter); and



 


		(3)	20.0%
                                         of the amount of the Corporation’s pre-incentive fee net investment income, if
                                         any, that exceeds 2.5% in any calendar quarter (10.0% annualized) payable to the Advisor
                                         (once the hurdle is reached and the catch-up is achieved, 20.0% of all pre-incentive
                                         fee net investment income thereafter is allocated to the Advisor).



 


		iii)	Under
                                         the capital gains component of the incentive fee, the Corporation will pay the Advisor
                                         at the end of each calendar year 20.0% of the Corporation’s aggregate cumulative
                                         realized capital gains from the date of its election to be regulated as a business development
                                         company through the end of that year, computed net of all aggregate cumulative realized
                                         capital losses and aggregate cumulative unrealized depreciation through the end of such
                                         year, less the aggregate amount of any previously paid capital gain incentive fees. For
                                         the foregoing purpose, the Corporation’s “aggregate cumulative realized capital
                                         gains” will not include any unrealized appreciation. The Corporation will accrue
                                         an incentive fee for accounting purposes taking into account any unrealized appreciation
                                         in accordance with the Generally Accepted Accounting Principles (“GAAP”).
                                         The capital gains component of the incentive fee is not subject to any minimum return
                                         to shareholders. If that amount is negative, then no capital gains incentive fee will
                                         be payable for such year. If the Investment Advisory Agreement is terminated as of a
                                         date that is not a calendar year end, the termination date will be treated as though
                                         it were a calendar year end for purposes of calculating and paying the capital gains
                                         incentive fee.



 



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		6)	Indemnification.



 


		a)	The
                                         Corporation shall indemnify the Advisor, and each of the Advisor’s directors, officers,
                                         employees, agents, associates and controlling persons and the directors, partners, members,
                                         officers, employees and agents thereof (including any individual who serves at the Advisor’s
                                         request as a director, officer, partner, member or the like of another entity) (each
                                         such person being an “Indemnitee”) against any loss, liability,
                                         claim, damage or expense, including amounts paid in satisfaction of judgments, in compromise
                                         or as fines and penalties, and counsel fees reasonably incurred by such Indemnitee in
                                         connection with the defense or disposition of any action, suit or other proceeding or
                                         investigation, whether civil or criminal, before any court or administrative or investigative
                                         body in which such Indemnitee may be or may have been involved as a party or otherwise
                                         or with which such Indemnitee may be or may have been threatened, while acting in any
                                         capacity set forth herein or thereafter by reason of such Indemnitee’s having acted
                                         in any such capacity, except with respect to any matter as to which such Indemnitee shall
                                         have been adjudicated not to have acted in good faith in the reasonable belief that such
                                         Indemnitee’s action was in the best interest of the Corporation and furthermore,
                                         in the case of any criminal proceeding, so long as such Indemnitee had no reasonable
                                         cause to believe that the conduct was unlawful; provided, however, that (i) no Indemnitee
                                         shall be indemnified hereunder against any liability to the Corporation or its shareholders
                                         or any expense of such Indemnitee except to the extent arising out of the Indemnitee’s
                                         (A) gross negligence, (B) fraud, or (C) knowing and willful misconduct (the conduct referred
                                         to in such clauses (A) through (C) being sometimes referred to herein as “disabling
                                         conduct”); (ii) as to any matter disposed of by settlement or a compromise
                                         payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification
                                         either for said payment or for any other expenses shall be provided unless there has
                                         been a determination that such settlement or compromise is in the best interests of the
                                         Corporation and that such Indemnitee appears to have acted in good faith in the reasonable
                                         belief that such Indemnitee’s action was in the best interest of the Corporation
                                         and did not involve disabling conduct by such Indemnitee; and (iii) with respect
                                         to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff,
                                         indemnification shall be mandatory only if the prosecution of such action, suit or other
                                         proceeding by such Indemnitee was authorized by a majority of the full Board of Directors
                                         of the Corporation.



 


		b)	The
                                         Corporation may make advance payments in connection with the expenses of defending any
                                         action with respect to which indemnification might be sought hereunder if the Corporation
                                         receives a written affirmation of the Indemnitee’s good faith belief that the standard
                                         of conduct necessary for indemnification has been met and a written undertaking to reimburse
                                         the Corporation unless it is subsequently determined that such Indemnitee is entitled
                                         to such indemnification and if the Directors of the Corporation determine that the facts
                                         then known to them would not preclude indemnification. In addition, at least one of the
                                         following conditions must be met: (i) the Indemnitee shall provide security for
                                         such undertaking; (ii) the Corporation shall be insured against losses arising by
                                         reason of any unlawful advance; or (iii) a majority of a quorum consisting of Directors
                                         of the Corporation who are neither “interested persons” of the Corporation
                                         (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested
                                         Non-Party Directors”) or an independent legal counsel in a writing, shall
                                         determine, based on a review of readily available facts (as opposed to a full trial-type
                                         inquiry), that there is reason to believe that the Indemnitee ultimately will be found
                                         entitled to indemnification.



 



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		c)	All
                                         determinations with respect to the standards for indemnification hereunder shall be made
                                         (i) by a final decision on the merits by a court or other body before whom the proceeding
                                         was brought that such Indemnitee is not liable or is not liable by reason of disabling
                                         conduct; or (ii) in the absence of such a decision, by (A) a majority vote
                                         of a quorum of the Disinterested Non-Party Directors of the Corporation or (B) if
                                         such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum
                                         so directs, independent legal counsel in a writing. All determinations that advance payments
                                         in connection with the expense of defending any proceeding shall be authorized and shall
                                         be made in accordance with the immediately preceding clause (ii) above.



 


The
rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully
entitled.


 


		7)	Duration
                                         and Termination. This Agreement shall become effective as of the first date above
                                         written and, unless sooner terminated with respect to the Corporation as provided herein,
                                         shall continue in effect for a period of two years. Thereafter, if not terminated, this
                                         Agreement shall continue in effect with respect to the Corporation for successive annual
                                         periods, provided such continuance is specifically approved at least annually by both
                                         (a) the vote of a majority of the Corporation’s Board of Directors or the
                                         vote of a majority of the outstanding voting securities of the Corporation at the time
                                         outstanding and entitled to vote, and (b) by the vote of a majority of the Directors
                                         who are not parties to this Agreement or interested persons of any party to this Agreement,
                                         cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding
                                         the foregoing, this Agreement may be terminated by the Corporation at any time, without
                                         the payment of any penalty, upon giving the Advisor not less than 60 days’ notice
                                         (which notice may be waived in whole or in part by the Advisor), provided that such termination
                                         by the Corporation shall be directed or approved by the vote of a majority of the Directors
                                         of the Corporation in office at the time or by the vote of the holders of a majority
                                         of the voting securities of the Corporation at the time outstanding and entitled to vote,
                                         or by the Advisor on not less than 60 days’ written notice (which notice may be
                                         waived in whole or in part by the Corporation). This Agreement will also immediately
                                         terminate in the event of its assignment. (As used in this Agreement, the terms “majority
                                         of the outstanding voting securities,” “interested person” and “assignment”
                                         shall have the same meanings of such terms in the 1940 Act and the regulations thereunder.)



 


		8)	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.



 


		9)	Amendment
                                         of this Agreement. No provision of this Agreement may be changed, waived, discharged
                                         or terminated orally, but only by an instrument in writing signed by the party against
                                         which enforcement of the change, waiver, discharge or termination is sought. Any amendment
                                         of this Agreement shall be subject to the 1940 Act.



 


		10)	Governing
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of Delaware for contracts to be performed entirely therein without reference
                                         to choice of law principles thereof and in accordance with the applicable provisions
                                         of the 1940 Act and the Advisers Act, and any rules and regulations promulgated thereunder.



 


		11)	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.



 


		12)	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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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.


 


	 	PHAROS CAPITAL BDC, INC.
	 	 
	 	By:	 
	 	Name: 	Kneeland Youngblood
	 	Title:	Chairman and
    CEO
	 	 
	 	PHAROS CAPITAL GROUP, LLC
	 	 
	 	By:	 
	 	Name:	Kneeland Youngblood
	 	Title:	Chairman and
    Founding Partner