Exhibit 10.1


 


 


December 15, 2014


 


 


Marshall Goldberg


William Pruitt


Ronald Ruther


 


Re: Director Compensation


 


Gentlemen:


 


Marshall Goldberg (“Goldberg”),
William Pruitt (“Pruitt”) and Ronald Ruther (“Ruther”), (collectively the “Independent
Directors”) are each members of the board of directors of Triton Pacific Investment Corporation, Inc., a Maryland corporation
(the “Company”), and each of them are not an “interested person” of the Company as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended. For their service as directors, the Company had previously agreed to
pay the Independent Directors the following: (i) an annual cash retainer of $20,000, plus (ii) $1,000 for every meeting they attend,
plus (iii) an annual cash retainer of $10,000 payable to the Chairman of the Audit Committee, plus (iv) an annual fee of $2,500
to the other members of the Audit Committee, plus (v) $500 to each member of the Audit Committee for each Audit Committee meeting.
(The fees referenced in (i) through (v) of the preceding sentence are referred to herein collectively as the “Independent
Director Fees”).


 


Since the inception of the
Company to date, the Independent Directors have agreed to defer the payment of their Independent Director Fees. The amount of Independent
Director Fees that the Independent Directors deferred and are currently owed by the Company to the Independent Directors are as
follows (collectively, the “Deferred Director Fees”):


 


	Independent Director	Deferred Director Fees
	Goldberg	$63,625
	Pruitt	$63,625
	Ruther	$80,500
	Total	$207,750


 


The Company remains in the
development stage and the Company and the Independent Directors have determined that it is in the best interests of the Company
and its stockholders to restructure the Independent Director Fees so as not to further hinder the Company’s efforts to exit
its development stage. Accordingly, effective October 1, 2014 the Company and the Independent Directors hereby agree as follows:


 


1.      
The Company shall pay Goldberg and Pruitt $20,000 each in cash and Ruther
$25,000 in cash (collectively the “Cash Payment”) as full and complete consideration of all of the Deferred
Director Fees currently owed by the Company to the Independent Directors. Upon payment of the Cash Payment to the Independent Directors,
all Deferred Director Fees shall be considered paid and satisfied in full. 


 


2.      
From and after the date hereof, the Independent Director Fees, including
all fees for all annual cash retainer fees, fees for participating in board and committee meetings and annual fees for serving
on a committee or as a committee chairperson, shall be determined based on the Company’s net assets as of the end of each
fiscal quarter and be paid quarterly in arrears as follows: 


 


	Net Asset Value	 	Annual Cash

Retainer Fee	 	Board Meeting Fee	 	Annual Audit

Committee

Chairperson Fee	 	Annual Audit

Committee 

Member Fee	 	Audit

Committee

Meeting Fee
	$0 to $25 million	 	—	 	—	 	—	 	—	 	—
	$25 million to $75 million	 	$20,000	 	$1,000	 	$10,000	 	$2,500	 	$500
	over $75 million	 	$30,000	 	$1,000	 	$12,500	 	$2,500	 	$500


 


 




    	 



    	 



    


 


This letter agreement represents
the entire agreement among the Company and the Independent Directors relating to the payment of the Independent Director Fees and
the Deferred Director Fees and supersedes any prior oral or written agreements related thereto. This letter agreement may be executed
in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed for all purposes
to constitute one and the same instrument. A facsimile of an executed counterpart of this letter agreement shall be deemed to be
an original executed counterpart of this letter agreement.


 


If you agree
to the terms and provisions of this letter agreement, please evidence such agreement by executing this agreement below.


 


	 	Very truly yours,
	 	 
	 	TRITON PACIFIC INVESTMENT CORPORATION, INC.
	 	 	 
	 	By:  	/s/ Craig Faggen
	 	 	Craig Faggen, Chief Executive Officer


 


 


AGREED AND ACCEPTED:


 


 


	/s/ Marshall Goldberg	 
	MARSHALL GOLDBERG	 
	 	 
	 	 
	/s/ William Pruitt	 
	WILLIAM PRUITT	 
	 	 
	 	 
	/s/ Ronald Ruther	 
	RONALD RUTHER