Exhibit
10.4


 


FORM
OF INDEMNIFICATION AGREEMENT FOR


[Director
Name]


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this __ day of ___, by and between
Pharos Capital BDC, Inc., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).


 


WHEREAS,
at the request of the Company, Indemnitee currently serves as a director or an officer of the Company and may, therefore, be subjected
to claims, suits or proceedings arising as a result of his or her service; and


 


WHEREAS,
as an inducement to Indemnitee to continue to serve as such director or officer, the Company has agreed to indemnify and to advance
expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted
by law, except as otherwise expressly provided for herein; and


 


WHEREAS,
the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Indemnitee
do hereby covenant and agree as follows:


 


Section
1. Definitions. For purposes of this Agreement: 


 


(a)
“Change of Control” shall mean the occurrence of any of the following events after the Effective Date
of this Agreement:


 


(i) the
sale or other disposition of all or substantially all of the Company’s assets; or


 


(ii) the
acquisition, whether directly, indirectly, beneficially (within the meaning of rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) or of record, as a result of a merger, consolidation or otherwise,
of securities of the Company representing twenty percent (20%) or more of the aggregate voting power of the Company’s then-outstanding
common stock by any “person” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), including, but
not limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii)
any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974)
of the Company or its subsidiaries, including a trust established pursuant to any such plan; or


 



     


     


    

 


(iii) the
individuals who were members of the Company’s Board of Directors (the “Board”) as of the Effective
Date (the “Incumbent Board”) cease to constitute at least two-thirds (2/3) of the Board; provided,
however, that any director appointed by at least two-thirds (2/3) of the then Incumbent Board or nominated by at least
two-thirds (2/3) of the Nominating and Corporate Governance Committee of the Board (a majority of the members of the Nominating
and Corporate Governance Committee shall be members of the then Incumbent Board or appointees thereof), other than any director
appointed or nominated in connection with, or as a result of, a threatened or actual proxy or control contest, shall be deemed
to constitute a member of the Incumbent Board.


 


(b)
“Corporate Status” means the status of a person who is or was a director, trustee, officer, employee
or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
for which such person is or was serving at the request of the Company.


 


(c)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(d)
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(e)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.


 


(f)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. If a Change of Control has not occurred, Independent
Counsel shall be selected by the Board, with the approval of Indemnitee, which approval will not be unreasonably withheld. If
a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board, which approval
will not be unreasonably withheld.


 



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(g)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or
investigative (including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce
his or her rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically
agreed in writing by the Company and Indemnitee.


 


Section
2. Services by Indemnitee. Indemnitee will serve as a director and/or an officer of the Company, as applicable. However, this
Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond
any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


Section
3. Indemnification — General. The Company shall indemnify, and advance Expenses to, Indemnitee (i) as provided in this
Agreement; and (ii) otherwise to the fullest extent permitted by Maryland law in effect on the date hereof and as amended from
time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided in this Section 3 shall include,
without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted
by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”). Notwithstanding anything
to the contrary in this Section 3 or any other section of this Agreement, for so long as the Company is subject to the Investment
Company Act of 1940, as amended, and the regulations promulgated thereunder (the “1940 Act”), the Company
shall not indemnify or advance Expenses to Indemnitee to the extent such indemnification or advance would violate the 1940 Act.


 


Section
4. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of his or her Corporate Status, he or she is, or is threatened to be, made a party to
or a witness in any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant
to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and
all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with a Proceeding by reason
of his or her Corporate Status unless it is established that (i) the act or omission of Indemnitee was material to the matter
giving rise to the Proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty, (ii)
Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 



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Section
5. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section 5 if, by reason of his or her Corporate Status, he or she is, or is threatened to be, made a party to or a witness
in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and
reasonably incurred by him or her or on his or her behalf in connection with such Proceeding unless it is established that (i)
the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (A) was committed in bad faith
or (B) was the result of active and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in
money, property or services.


 


Section
6. Court-Ordered Indemnification. In addition to any other indemnification that may be provided under this Agreement, and
notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and
such notice as the court shall require, may order indemnification in the following circumstances:


 


(a)
if it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or


 


(b)
if it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
regardless of whether Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been
adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification
as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in
which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited
to Expenses.


 


Section
7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his or her Corporate Status,
made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, he or she shall be indemnified
for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter,
allocated on a reasonable and proportionate basis. For purposes of this Section 7 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 



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Section
8. Advance of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt
by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred
by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good
faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement
has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit
A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse
the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall
ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described
in Section 7. For so long as the Company is subject to the1940 Act, any advancement of Expenses shall be subject to at least one
of the following as a condition of the advancement: (i) Indemnitee shall provide a security for his or her undertaking, (ii) the
Company shall be insured against losses arising by reason of any lawful advances or (iii) a majority of a quorum of the Disinterested
Directors of the Company, or Independent Counsel in a written opinion, 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 Indemnitee ultimately will be found entitled
to indemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the
Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8
shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s
financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section
9. Procedure for Determination of Entitlement to Indemnification.


 


(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination,
if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case:
(i) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board (or a duly authorized committee
thereof) by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the
members of the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
shall indemnify and hold Indemnitee harmless therefrom.


 



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Section
10. Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof
to overcome that presumption in connection with the making of any determination contrary to that presumption.


 


(b)
The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite
standard of conduct described herein for indemnification.


 


Section
11. Remedies of Indemnitee.


 


(a)
If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of
entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by
the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this
Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not
made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled
to an adjudication in an appropriate court of the State of Maryland, or in any other court of competent jurisdiction, of his or
her entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a); provided, however,
that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his or her rights under Section 7 of
this Agreement.


 



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(b)
In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.


 


(c)
If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.


 


(d)
In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce
his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him or her in such
judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee
in connection with such judicial adjudication or arbitration shall be appropriately prorated.


 


Section
12. Defense of the Underlying Proceeding. 


 


(a)
Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment,
information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or
the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee
from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under
this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy
is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.


 


(b)
Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right
to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall
notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under
Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld
or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11 above or Section 18 below.


 



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(c)
Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval
shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue
which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion
of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of
interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume
the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of
Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense
of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding
to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the
right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably
withheld, at the expense of the Company (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.


 


Section
13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance; 1940 Act.


 


(a)
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Amendment and Restatement of the
Company (as amended from time to time, the “Charter”) or the Bylaws of the Company (as amended from
time to time, the “Bylaws”), any agreement or a resolution of the stockholders entitled to vote generally
in the election of directors or of the Board, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal.


 



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(b)
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(c)
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable
as expenses hereunder if and to the extent that (i) Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise, or (ii) for so long as the Company is subject to the 1940 Act, indemnification or payment
or reimbursement of expenses would not be permissible under the 1940 Act.


 


Section
14. Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on
terms and conditions deemed appropriate by the Board of the Company, with the advice of counsel, covering Indemnitee or any claim
made against Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or
advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer
of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate
of all judgments, penalties, fines, settlements and reasonable Expenses incurred by Indemnitee in connection with a Proceeding
over the coverage of any insurance referred to in the previous sentence.


 


Section
15. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party,
and to which Indemnitee is not a party, he or she shall be advanced all reasonable Expenses and indemnified against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


Section
16. Duration of Agreement; Binding Effect.


 


(a)
This Agreement shall continue until and terminate ten years after the date that Indemnitee’s Corporate Status shall have
ceased; provided, that the rights of Indemnitee hereunder shall continue until the final termination of any Proceeding then pending
in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating thereto.


 



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(b)
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the written request of
the Company, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


(c)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


Section
17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section
18. Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee
shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by
Indemnitee, unless (i) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (ii) the Company’s
Bylaws, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board
or an agreement approved by the Board to which the Company is a party expressly provide otherwise. In addition, notwithstanding
any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement
to the extent such indemnification or advance of Expenses would conflict with any provision of the Company’s Bylaws or the
Charter, in each case without giving effect to any non-exclusivity provision set forth in the Charter; provided, that the
foregoing restriction not apply and shall be of no force or effect if and to the extent the Company’s common stock is qualified
as a “covered security,” as such term is defined in Section 18 of the Securities Act of 1933, as amended.


 



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Section
19. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed
by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section
20. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


Section
21. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section
22. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


(a)
If to Indemnitee, to: the address set forth on the signature page hereto.


 


(b)
If to the Company, to:


 


Pharos
Capital BDC, Inc.


3889
Maple Avenue, Suite 400


Dallas,
TX 75219


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.


 


Section
23. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with
(i) the laws of the State of Maryland applicable to contracts formed and to be performed entirely within the State of Maryland,
without regard to its conflicts of laws rules, to the extent such rules would require or permit the application of the laws of
another jurisdiction, and (ii) the 1940 Act. To the extent the applicable laws of the State of Maryland or any applicable provision
of this Agreement shall conflict with the applicable provisions of the 1940 Act, the latter shall control.


 


Section
24. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


 


	ATTEST:	 	 	PHAROS
    CAPITAL BDC, INC.	 	 
	 	 	 	 	 	 	             
	

 	 	 	By:	             	 (SEAL)	 
	 	 	 	Name: 	Kneeland Youngblood
	 	 	 	Title:	President and Chief Executive Officer
	 	 	 	 	 	 	 
	WITNESS:	 	 	INDEMNITEE	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	Name:	 [   ]
	 	 	 	Title: 	Director
	 	 	 	 	 	 
	 	 	 	Address: 3889 Maple Avenue, Suite
  400, Dallas, TX 75219



 


 


 


 


 


 


 





[Director Indemnification Agreement]




 



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EXHIBIT
A


 


FORM
OF UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The
Board of Directors of Pharos Capital BDC, Inc.


 


Re:
Undertaking to Repay Expenses Advanced


 


Ladies
and Gentlemen:


 


This
undertaking is being provided pursuant to that certain Indemnification Agreement (the “Indemnification Agreement”)
dated the ___day of _______________, 20___, by and between Pharos Capital BDC, Inc. (the “Company”)
and the undersigned Indemnitee (“Indemnitee”), pursuant to which I am entitled to advance of expenses
in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms
used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I
am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity.
I hereby affirm that at all times, insofar as I was involved as an officer or director of the Company, in any of the facts or
events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit
in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act
or omission by me was unlawful.


 


In
consideration of the advance of Expenses by the Company for reasonable attorneys’ fees and related expenses incurred by
me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection
with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding
and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper
personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe
that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims,
issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully
resolved as described in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific
claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___day of ______________, 20___.


 


	WITNESS:	 	 	 	 
	 	 	 	 	 
	 	 	 	 (SEAL)	 


 




 


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