In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[Q]: Exhibit 10.22

MAINTENANCE AGREEMENT

THIS MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the 28th day of March 2006 by THAYER EQUITY INVESTORS IV, L.P. (the Investor), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association in its capacity as administrative agent (in such capacity and together with its successors and assigns in such capacity, the Agent), for itself and the lending institutions from time to time party to the Financing Agreement (defined below) (collectively and together with their respective successors and assigns, the Lenders).

RECITALS:

A. The Agent, Lenders and SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers) entered into a certain Financing Agreement bearing event date herewith (as the same may be amended, modified, restated or supplemented from time to time, the Financing Agreement).

B. As a condition precedent to the effectiveness of the Financing Agreement, the Agent has required that the Investor execute and deliver this Agreement.

D. The Investor is a shareholder of Suntron Corporation and, as such, expects to derive benefits from the Amendment and from the credit accommodations extended to the Borrowers pursuant to the Financing Agreement, and finds it in its best interests to execute and deliver this Agreement to the Agent.

AGREEMENTS:

NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Financing Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

Required Capital Contributions means some combination of (a) one or      more unrestricted cash contributions to the capital of one or more of the      Borrowers made by the Investor, and/or (b) one or more Qualified      Subordinated Loans made by the Investor to one or more of the Borrowers, in      each case as required under Section 2 below, in any or all cases, in an      aggregate amount not to exceed $5,000,000 during the term of this      Agreement.

Qualified Subordinated Loan shall mean a loan or other financial      accommodation (excluding interest paid in kind) extended by any Person to      one or more of the Borrowers which is subordinated in right of payment and      security to the Obligations pursuant to the terms of a written      subordination agreement (substantially equivalent to the Subordination      Agreement bearing even date herewith executed by the Investor in favor of      the Agent), the proceeds of which loan or other financial accommodation      have been delivered to the applicable Borrower(s) in the form of cash or      cash equivalents.

2. Contributions to Capital. The Investor agrees to make, and the applicable Borrower(s) agree(s) to accept, Required Capital Contributions in respect of the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable) in an amount sufficient to cause (via an addition to Adjusted EBITDAR in the amount of such Required Capital Contributions) the Borrowers to comply with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of each Fiscal Quarter. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Agent acknowledges and agrees that the Investor's obligation to make Required Capital Contributions hereunder shall be limited to an aggregate amount of $5,000,000 during the term of this Agreement. The Agent further acknowledges and agrees that, regardless of whether other Events of Default (as defined therein) have occurred and are continuing under the Financing Agreement, in no event shall the Investor be obligated to make any Required Capital Contributions hereunder if the Borrowers have fully complied with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of the applicable Fiscal Quarter for the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable).

3. Timing of Required Capital Contributions. The Required Capital Contributions shall be made within forty-five (45) days following the last day of each Fiscal Quarter, unless the last day of such Fiscal Quarter is the same as the fiscal year end, and in such case, ninety (90) days following such fiscal year end.

4. Specific Performance and Liquidated Damages. The Investor acknowledges and agrees that if a Maintenance Event of Default (as defined in Section 10 below) has occurred and is continuing hereunder, the Agent, for itself and on behalf of the Lenders, shall have the non-exclusive right to





obtain specific performance of the obligation of the Investor to make the Required Capital Contributions. If specific performance is not a remedy then available to the Agent and the Lenders for any reason, the Agent and the Lenders will suffer damages in an amount which, due to the special nature of the transaction contemplated by this Agreement, will be impracticable or extremely difficult to ascertain. Determination of such damages would necessitate determinations of value which would be based upon speculative determination of the value of assets of the Borrowers and the capacity of assets of the Borrowers to pay the Obligations and other Indebtedness of the Borrowers. Such damages are uncertain and incapable of estimation as of the date of this Agreement and shall remain so to the date of the occurrence of any Maintenance Event of Default hereunder. The Investor, the Agent and the Lenders hereby acknowledge and agree that (a) an amount equal to the lesser of (i) the full amount of each Required Capital Contribution that has not been made by the Investor and (ii) the then-outstanding balance of the Obligations, represents a reasonable estimate of the damages which the Agent and the Lenders will sustain upon the occurrence of an Maintenance Event of Default hereunder, and (b) such lesser amount will be the full, agreed and liquidated damages resulting from the occurrence of any Maintenance Event of Default hereunder. The payment of such amount is intended to constitute liquidated damages to the Agent and the Lenders and shall not be deemed to constitute a forfeiture or penalty. Upon receipt by the Agent, such amount may, in the sole discretion of the Agent, be applied to the Obligations when and as due; provided, however, that such amount, if so applied, may not be reborrowed by any Borrower under the Financing Agreement.

5. Representations and Warranties. The Investor hereby represents and warrants as follows:

(a) The execution, delivery and performance of this Agreement will not      result in any violation of, or be in conflict with or constitute a default      under, any agreement or under any law, statute, regulation or ordinance      applicable to the Investor or result in the creation of any Lien upon any      properties or assets of the Investor.

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(b) This Agreement has been duly executed and delivered by the      Investor, and constitutes a legal, valid and binding obligation of the      Investor, enforceable against the Investor in accordance with its&bbsp;terms.

(c) No consent or authorization of, filing with or other act by or in      respect of, any governmental authority and no consent of any other Person      (including, without limitation, any creditor of the Investor) is required      in connection with the execution, delivery, performance, validity or      enforceability of this Agreement.

6. Special Account. All Required Capital Contributions shall be made by Investor via wire transfer directly into the Special Account.

7. Unconditional Obligations, Waivers of Defenses. The obligations of the Investor under this Agreement shall be absolute and unconditional under any and all circumstances, and shall not be to any extent or in any way discharged, impaired or otherwise affected except by performance in full. Without limiting the generality of the foregoing, such obligations shall not be affected by: (a) any lack of validity or enforceability of the Financing Agreement or any other Loan Document, (b) any amendment of or addition or supplement to, or any waiver or consent with respect to, the Financing Agreement or any other Loan Document, (c) any exercise or nonexercise of any right, power or remedy under or in respect of the Financing Agreement or any other Loan Document (d) any exchange, release or nonperfection of all or any portion of the Collateral, or any other action or omission to act with respect to all or any portion of the Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations, or any other release, extension, settlement, compromise, indulgence or other action, inaction, change, waiver or omission under or in respect of the Financing Agreement or any other Loan Document, (e) the value of all or any portion of the Collateral regardless of the manner of determining such value, (f) the subordination of the payment of the Obligations or any part thereof to the payment of any other Indebtedness which may at the time be due or owing by the Borrowers (or any of them) to the Agent or the Lenders or to any other Person, (g) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, dissolution or other similar proceeding involving any Borrower or the Investor, (h) any Event of Default (as defined therein) under the Financing Agreement whether or not the Obligations shall have become, or been declared, due and payable (i) any claim, abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any of the foregoing (including, but not limited to, claims, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims or recoupment for or on account of any past, present or future Indebtedness of any Borrower to the Investor or which may be asserted by any Borrower against the Agent or the Lenders, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of such Borrower, the Agent or the Lenders, including any disposition of any assets of such Borrower, pursuant to requirements of any governmental authority, actions of judicial receivers or trustees or otherwise, and whether or not arising from willful or negligent acts or omissions), (j) any failure on the part of any Borrower to perform its duties and obligations under this Agreement, (k) any other circumstances which constitutes or might be construed to constitute, an equitable or legal discharge of the Borrowers (or any of them) for the Obligations, or of the Investor under this Agreement, in bankruptcy or in any other instance, (l) any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable making of the Required Capital





Contributions or the liquidated damage amount specified in this Agreement, or (m) any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing; whether or not the Investor shall have notice or knowledge of any of the foregoing or shall have consented to any of the foregoing.

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8. Waivers. The Investor hereby irrevocably waives, to the extent that it may do so under applicable law: (a) any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Investor for specific performance of this Agreement by Agent, for itself and on behalf of the Lenders, or for the benefit of the Agent and the Lenders by a receiver or trustee appointed for any Borrower or in respect of all or a substantial part of any Borrower's assets under the bankruptcy or insolvency laws of any jurisdiction to which such Borrower is, or its assets are, subject, (b) all statutes of limitations as a defense to any action or proceeding brought against the Investor by the Agent, for itself and on behalf of the Lenders under this Agreement, to the fullest extent permitted by law, (c) any right the Investor may have to require the Agent or the Lenders to proceed against the Borrowers (or any of them), proceed against or exhaust any security held from the Borrowers (or any of them), or pursue any other remedy in the Agent's or the Lenders' power to pursue, (d) any defense based on any claim that the Investor's obligations hereunder exceed or are more burdensome than those of the Borrowers under the Financing Agreement or the other Loan Documents (as defined in the Financing Agreement), (e) any defense based on (i) any legal disability of any Borrower, (ii) any release, discharge, modification, impairment or limitation of the liability of any Borrower to the Agent or the Lenders from any cause, whether consented to by the Agent and/or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor creditor relationships (Insolvency Proceeding) and (iii) any rejection or disaffirmance of this Agreement or the obligations hereunder, or the Obligations, or any portion thereof, or any security held therefor, in any such Insolvency Proceeding; (f) any defense based on any action taken or omitted by the Agent or the Lenders in any Insolvency Proceeding involving any Borrower, including any election to have the Agent's claims allowed as being secured, partially secured or unsecured, any extension of credit by the Agent and the Lenders to the Borrowers (or any of them) in any Insolvency Proceeding, and the taking and holding by the Agent and the Lenders of any security for any such extension of credit, (g) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, (h) any defense based on or arising out of any defense that the Borrowers (or any of them) may have to the payment or performance of the Obligations or any part of them; and (i) any defense based on or arising out of any action of the Agent or the Lenders under this Agreement, the Financing Agreement or any of the Loan Documents (as defined in the Financing Agreement).

9. Non-Reliance on Agent or Lenders. The Investor hereby warrants and represents to the Agent and the Lenders that: (a) the Investor now has, and will continue to have, independent means of obtaining information concerning the affairs, financial condition and business of each Borrower, (b) the Investor is familiar with the financial condition of each Borrower and has independently evaluated such financial condition, (c) the Investor is not in any way relying on any representations made by the Agent or the Lenders as to any Borrower, the Obligations, the Loan Documents or any collateral security therefore or other guarantors or endorsers, co-singers or sureties thereof or any related matters, and (d) the Investor has had an opportunity to review the Financing Agreement, the Amendment and all of the other Loan Documents. Neither the Agent nor the Lenders shall have any duty or responsibility to provide the Investor with any credit or other information concerning the affairs, financial condition or business of any Borrower which may come into the Agent's or any Lender's possession.

10. Events of Default; Remedies. Any one or more of the following events shall constitute a Maintenance Event of Default under this Agreement: (a) if the Investor shall fail to pay, when and as due, any Required Capital Contribution and such failure shall continue for five (5) days; (b) if the Investor shall fail to perform any other of the Investor's obligations in this Agreement, and such failure shall continue for fifteen (15) days, (c) if any warranty or statement made or information provided

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by the Investor in connection with this Agreement is untrue or misleading in any material respect on the date made; (d) if Investor shall, at any time, fail to have committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement, as determined based on the most recent information made available by the Investor to the Agent pursuant to Section 20 below; or (e) the Investor shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they mature or apply for or consent to the appointment of a trustee or other custodian for its properties, or make a general assignment for the benefit of creditors, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, is instituted by or against the Investor. Upon the occurrence of any Maintenance Event of Default hereunder, the Agent, for itself and on behalf of the Lenders, may exercise any of its rights and remedies





available at law or in equity (including, without limitation, the rights and remedies described in Section 4 above). The Investor and the Borrowers each expressly acknowledge and agree that the occurrence of any Maintenance Event of Default hereunder shall constitute an Event of Default (as defined therein) under the Financing Agreement.

11. Expenses. The Investor agrees to pay or reimburse (or cause the Borrowers to pay or reimburse) the Agent and the Lenders on demand for all out-of-pocket expenses (including in each case all reasonable attorneys' fees and expenses of counsel) incurred by the Agent or the Lenders in connection with enforcement of this Agreement.

12. Consideration and Reliance. The Investor acknowledges that the Agent and the Lenders have relied upon and will continue to rely hereafter upon the Investor's undertakings herein in making or maintaining the advances under the Financing Agreement. The Investor acknowledges that the making or maintenance of such advances by the Agent and the Lenders produces economic benefit to the Investor, and that the Investor will receive consideration as the result of the making or maintaining of such advances.

13. Miscellaneous. This Agreement supersedes and merges into it all prior agreements and understandings between the Investor, the Agent and the Lenders, whether oral or written, with respect to the subject matter of this Agreement. No delay or failure by the Agent or the Lenders in the exercise of any right or remedy shall constitute a waiver thereof and no single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude other or further exercise of any other right or remedy. This Agreement shall be binding upon the Investor and the Investor's successors, transferees and assigns and shall inure to the benefit of, and be enforceable by, the Agent, for itself and on behalf of the Lenders, and its successors, transferees, and assigns. Any invalidity or unenforceability of any provision or application of this Agreement shall not affect other lawful provisions and applications hereof and to this end the provisions of this Agreement are declared to be severable.

14. No Third Party Beneficiaries. The Investor, the Agent and the Lenders have agreed that there are no intended third party beneficiaries of this Agreement, and specifically, that the Borrowers and their respective affiliates, successors and assigns are not third party beneficiaries.

15. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

16. CONSENT TO JURISDICTION. AT THE OPTION OF&sbsp;THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY OR

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RAMSEY COUNTY, MINNESOTA; AND THE INVESTOR, THE AGENT AND THE LENDERS CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER OR THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

17. WAIVER OF TRIAL BY JURY. EACH OF THE INVESTOR, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. Continuing Agreement; Reinstatement. This Agreement shall in all respects be a continuing agreement and, subject to Section 19 below, shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the undersigned or that at any time or from time to time all of the Obligations may have been paid in full) until such time as (a) all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) have been paid in full in cash, and (b) any commitment on the part of the Agent and the Lenders to extend further financial accommodations to the Borrowers (or any of them) has been terminated. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

19. Release of Agreement. The Investor may, at any time after March 31, 2007, and not more than once during any fiscal quarter of the Borrowers, request that the Agent release this Agreement by providing the Agent with written notice of the same (each, a Release Request). If such a request is made, the Agent agrees to release this Agreement on or before the Release Date (defined below) provided that all of the following conditions have been satisfied:

(a) Unaudited financial statements of the Borrowers required under      Section 8.5 of the Financing Agreement, for the period of four (4)





consecutive Fiscal Quarters ending on, or most recently ended prior to, the      date of such Release Request (or, if the Fiscal Quarter ending on or most      recently ended prior to the date of such Release Request is the last Fiscal      Quarter of any Fiscal Year of the Borrowers, the audited financial      statements for the Borrowers required under Section 8.7 of the Financing      Agreement the Fiscal Year ending on, or most recently ended prior to, the      date of such Release Request) have been received by the Agent, and based on      the information contained in such financial statements, the Adjusted Fixed      Charge Coverage Ratio (as defined in the Financing Agreement) as of last      day of the Fiscal Quarter ending on or most recently ended prior to, the      date of such Release Request, for said period of four (4) consecutive      Fiscal Quarters, is no less than 1.25 to 1.0;

(b) no Default or Event of Default (as those terms are defined in      the Financing Agreement) shall have occurred and be continuing as of the      date of such Release Request; and

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(c) the Investor shall have provided the Agent, and shall have caused      the Borrowers to have provided the Agent, with such information as the      Agent may reasonably request to confirm that the conditions set forth in      subsections (a) and (b) above have been satisfied.

For purposes of this Section 19, the term Release Date shall mean the date which is five (5) days after the date on which the Agent has received all documentation and other information reasonably necessary to determine that all of the foregoing conditions have been satisfied and has confirmed such satisfaction to the Borrowers in writing.

20. Evidence of Minimum Liquidity. The Investor agrees to deliver to the Agent, from time to time, promptly following Agent's request therefor, a sworn affidavit or other evidence reasonably acceptable to the Agent substantiating that the Investor has committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement.

21. Termination. This Agreement shall terminate upon the earliest to occur of: (i) the date on which the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement equal $5,000,000; (ii) the Release Date (as defined in Section 19) or (iii) payment in full, in cash, of all Obligations and the termination of the Financing Agreement; provided, however, that this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement is less than $5,000,000 and any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

[Remainder of page intentionally left blank;                              Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

THAYER EQUITY INVESTORS IV, L.P.

By: TC Equity Partners IV, L.L.C.,                                             its general partner

By: Thayer Management Partners, L.L.C.,                                             its managing member

By /s/ Douglas P. McCormick                                            -------------------------------------         &sbsp;                               Its Managing Partner

Address:

c/o Thayer Capital Partners                                         1455 Pennsylvania Avenue, N.W.                                         Washington, D.C. 20004                                         Attention: Rona Kennedy                                         Facsimile No.: (202) 371-0391

Acknowledged and Accepted as of the day and year first written above:

U.S. BANK NATIONAL ASSOCIATION, a national banking association





By: /s/ Christopher J. Schaaf     ---------------------------------     Christopher J. Schaaf, Vice     President

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ACKNOWLEDGMENT OF BORROWERS

The undersigned, SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers), hereby acknowledge receipt of a copy of the foregoing Maintenance Agreement (the Agreement). Capitalized terms not otherwise defined herein shall have the meanings specified in the Agreement. Each Borrower hereby waives notice of acceptance of the Agreement by the Agent and the Lenders and agrees to be bound by the terms and provisions thereof, to accept all payments of Required Capital Contributions due from the Investor pursuant to terms and provisions thereof, and to do every other act and thing necessary or reasonably appropriate to carry out such terms and provisions. Each Borrower represents and warrants to the Agent and the Lenders that no shareholder agreement, voting trust or other similar agreement binding upon such Borrower or the holder of any ownership interest in such Borrower will be violated by the payment of Required Capital Contributions by the Investor, or by the acceptance of the same by such Borrower, in each case pursuant to the terms and provisions of the Agreement.

SUNTRON CORPORATION, a Delaware                                         corporation

By: /s/ Thomas B. Sabol                                             ------------------------------------                                         Name: Thomas B. Sabol                                         Title: Chief Financial Officer

K*TEC OPERATING CORP.,                                         a Delaware Corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON GCO, L.P.,                                         a Texas limited partnership

By: RodniC LLC, a Texas limited                                             liability company, its general                                             partner

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Chief Accounting Officer

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EFTC OPERATING CORP.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON-IOWA, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

CURRENT ELECTRONICS, INC.,                                         a Oregon corporation

By: /s/ James A. Doran





------------------------------------                                         Name: James A. Doran                                         Title: Vice President

RM ELECTRONICS, INC.,                                         a New Hampshire corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON -KANSAS, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[A]: 21379


[Q]: Exhibit 99(d)(2)

COOPERATION AGREEMENT

This Cooperation Agreement, dated as of 02 June, 2015, between Otkritie Investments Cyprus Limited, a company incorporated under the laws of the Republic of Cyprus with registration number HE 301373, whose registered address is at Angelou Vlachou, 4A, 6052, Larnaca, Cyprus (OICL and together with its Affiliates, Otkritie) and QIWI plc, a public company limited by shares incorporated under the laws of the Republic of Cyprus with registration number HE 193010, whose registered office is at Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus (QIWI, and, together with its Affiliates, QIWI Group).

RECITALS

(A) On 14 May 2015, OICL, Otkritie Holding JSC and QIWI entered into a deed of subscription (the Deed of Subscription), pursuant to which OICL will acquire 5,593,041 class B ordinary shares in QIWI (the Subscription Shares).

(B) Under the terms of the Deed of Subscription, QIWI will acquire a one hundred (100) percent ownership interest in the charter capital of CIHRUS Limited Liability Company   (CIHRUS), a limited liability company duly existing and incorporated under the laws of the Russian Federation.

(C) CIHRUS is the parent company of Rapida Ltd   , a company duly existing and incorporated under the laws of the Russian Federation under registration number 1037700111679, which QIWI will acquire as part of the transactions contemplated under the Deed of Subscription (NKO Rapida and, together with its Affiliates that are also being acquired pursuant to the transactions contemplated by the Subscription Agreement, Rapida).

(D) Following the acquisition of CIHRUS by QIWI and in order to promote their mutual interests, the parties wish to cooperate for their mutual benefit in the fields of their business, including digital payments, and establish a steering committee in order to analyse and develop potential areas of cooperation between the Parties.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows:

  1. Definitions and Interpretation.

1.1 Definitions

Affiliate means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him; provided that, for the purposes of this Agreement, neither QIWI nor any of its subsidiaries is to be regarded as an Affiliate of Otkritie;





Applicable Law(s) means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority having jurisdiction over Otkritie or QIWI, as applicable, or tribunal or in an administrative, regulatory or similar proceeding;

Business Day means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus);

Committee Member has the meaning given to it in Clause 3.2;

Completion 1 has the meaning given to it in the Deed of Subscription;

Confidential Information means the existence and contents of this Agreement, the arrangements contemplated by this Agreement and:

 (a) any information of whatever nature concerning the business, finance, assets, liabilities, dealings, transactions, know-how, customers,suppliers, processes or affairs of the other parties and any of their group undertakings from time to time;

 (b) any information which is expressly indicated to be confidential in relation to the party disclosing it (or in relation to any of its groupundertakings) from time to time,

which any party may from time to time receive or obtain (verbally or in writing or in disk or electronic form or by any other means) from any other party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement;

in each case except to the extent that such information is, has or does become available:

 (i) to a party through the public domain other than pursuant to a breach of an obligation of confidentiality in respect thereof bysuch party or its Representatives; or

 (ii) pursuant to disclosure, in a non-confidential manner, to a party by a source which to the knowledge of such party is notprohibited to disclose the information by reason of any legal, contractual or fiduciary obligation;   2





Control in relation to an undertaking means the direct or indirect holding or control of: (a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; (b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or (c) the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking, and (i) where an undertaking is not a company, references above to directors, general meetings and members shall be deemed to refer to the equivalent bodies in such undertaking; and (ii) Controlled and Controlling shall have a corresponding meaning;

Dispute has the meaning given to it in Clause 9.2;

Effective Time has the meaning given to it in Clause 6.1;

LCIA has the meaning given to it in Clause 9.2;

LCIA Rules has the meaning given to it in Clause 9.2;

NKO Rapida has the meaning given to it in the Recitals;

Parties shall mean OICL and QIWI, together, and each of them a Party;

Representatives has the meaning given to it in Clause 5.2;

Steering Committee has the meaning given to it in Clause 3.1;

1.2 In this Agreement unless the context otherwise requires:

 (a) references to a party mean a party to this Agreement and includes the successors in title to substantially the whole of itsundertaking;

 (b) references to a person include a body corporate, an unincorporated association, a trust and a partnership;

  (c) references to any statutory provision, rule or law shall include references to such statutory provision, rule or law as it may, after the date of this Agreement, from time to time be amended, supplemented or re-enacted and any subordinate legislation made under such statutory provision;   3





 (d) references to Clauses are to clauses of this Agreement; and

 (e) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.3 The headings in this Agreement are inserted for convenience only and shall not affect its interpretation or construction.

  2. Joint Cooperation to Further Business.

2.1 Subject to Applicable Law, fiduciary duties and obligations, the best interests of their respective customers, existing contractual agreements, business and market conditions, the protection of confidential or competitively sensitive information and commercial determinations as to appropriate business, product and marketing efforts, each of Otkritie and QIWI Group agree to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing the Steering Committee described further herein.

  3. Steering Committee.

3.1 The Parties shall form a steering committee (the Steering Committee), which shall analyse and develop potential areas of strategic cooperation between the Parties and oversee the Parties' cooperation in these areas.

3.2 The Steering Committee shall consist of three representatives of QIWI Group and three representatives of Otkritie (each, a Committee Member). The representatives shall include:

 (a) at least one representative from Otkritie occupying the position of Chief Executive Officer or the Chairman of the Management Board orsimilar within Otkritie Holding JSC, PJSC Khanty-Mansiysk Bank Otkritie or JSC Bank Otkritie Financial Corporation; and

 (b) QIWI's Chief Executive Officer.

Each of Otkritie and QIWI Group shall have the exclusive right to remove and replace any of its designees to the Steering Committee at any time by notice to the other party.

3.3 The Steering Committee shall meet at least once in each month and as otherwise agreed between Committee Member. Such meetings shall take place in Moscow, in a location agreed by Otkritie and QIWI Group or by telephone.   4





3.4 The presence of four Committee Members, including two representatives of Otkritie and two representatives of QIWI Group, shall constitute a quorum.

3.5 The Steering Committee shall validly act only at a duly convened meeting with the approval of at least four (4) of the Committee Members present at such meeting. Upon the approval of a proposal by the Steering Committee, the Steering Committee shall present such proposal to the respective governing body of each Otkritie and of QIWI for approval. For the avoidance of doubt, no decision of the Steering Committee shall be binding on the Parties unless, and the Parties are only required to act upon any decision of the Steering Committee if and to the extent that, such decision is properly approved/ratified by the relevant governing bodies of both Otkritie and QIWI.

3.6 The Parties agree that the following items are potential areas of joint cooperation to be discussed, among other matters, at Steering Committee meetings:

 (a) Participation of Otkritie as a privileged party in banking projects established by QIWI where QIWI seeks a banking partner;

 (b) Subject to Applicable Law, commercial terms for QIWI to provide consumer scoring data it has collected to Otkritie;

 (c) Commercial terms for Otkritie to act as settlement bank of NKO Rapida in accordance with Clause 4.1;

 (d) Commercial terms relating to the amounts of deposits to be placed by NKO Rapida in Otkritie;

 (e) Separation of NKO Rapida's digital wallet business from the core business of NKO Rapida;

 (f) Commercial terms of cooperation of the parties in the areas of pre-paid cards and loyalty programs;

 (g) Commercial terms of the use by Otkritie of the NKO Rapida brands owned by QIWI Group; and

 (h) Commercial terms of the potential sale of the NKO Rapida's banking license to Otkritie.

3.7 The Parties agree and acknowledge that no agreement has been reached between the Parties with respect to any of the matters referenced in Clause 3.6, the matters in Clause 3.6 merely reflects potential areas of discussion for the Steering Committee.   5





3.8 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed or construed as QIWI and Otkritie having reached a binding agreement in respect of any items listed in Clause 3.6.

3.9 The Parties agree and acknowledge that the Steering Committee shall not represent an exclusive forum through which any of the matters set forth in Clause 3.6 may be discussed between the Parties and that the Parties may reach agreement with respect to any of the matters set forth in Clause 3.6 or any other matter without Steering Committee approval or action.

  4. Bank Services.

4.1 For two (2) years following the Effective Time, QIWI covenants that at least one half of the total transactions processed by the Contact money transfer system during such two-year period shall be settled through PJSC Khanty-Mansiysk Bank Otkritie, provided that QIWI may terminate its obligation under this Clause 4.1 at any time, in which case it shall pay to Otkritie a fee equal to the demonstrated costs incurred by Otkritie for such period starting from 1 September 2014, until the date of termination of QIWI's obligations under this Clause 4.1 in connection with (i) the transfer of settlement bank function to PJSC Khanty-Mansiysk Bank Otkritie ; and (ii) supporting the settlement bank functionality for the Contact money transfer system, provided further that such fee shall in no event exceed RUB 50 000 000 (fifty million roubles).

  5. Confidential Information.

5.1 Except as provided in clause 5.2, no party shall, and each party shall procure that their Representatives shall not, disclose to any third party, or use or exploit commercially for its or their own purposes, any Confidential Information. The obligations of the parties under this clause 5.1 shall remain in force until the relevant information enters the public domain otherwise than by the default of a party.

5.2 The obligations of confidentiality in clause 5.1 do not apply in respect of the disclosing of Confidential Information in the following circumstances:

 (a) in connection with the performance of each party's obligations hereunder or the enforcement of its rights hereunder;

 (b) to its Affiliates and the directors, officers, employees, agents, and professional advisers or its and/or their Affiliates (theRepresentatives) on a need to know basis to the extent reasonably required for purposes connected with this Agreement;   6





 (c) pursuant to any listing agreement with or the rules and regulations of any recognised security exchange on which securities of suchParty or any of its Affiliates are listed and/or traded;

 (d) as required by Applicable Law,

provided in each case set out in Clauses 5.2(a) and 5.2(b) above, the Party disclosing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed.

5.3 If a Party becomes required, in circumstances contemplated by Clauses 5.2(c) or 5.2(d), to disclose any information, such party shall (save to the extent prohibited by such rules and regulations or Applicable Law) give to the other party such notice as is practical in the circumstances of such disclosure and shall co-operate with the other party, having due regard to the other party's views, and take such steps as the other party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.

5.4 In the event that any Affiliate of any party who has received Confidential Information is requested in any Litigation to disclose Confidential Information, that party shall give each other party prompt written notice of such request (if permitted by Applicable Law) so that each other party may seek an appropriate protective order. If in the absence of a protective order a party's Affiliate is compelled to disclose Confidential Information, such Representative may disclose such portion of the Confidential Information that in the opinion of the disclosing party's counsel such Affiliate is compelled to disclose without liability under this Agreement; provided, however, that the disclosing party shall give the other party written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable (if permitted by Applicable Law) and shall use reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

In this Clause 5.4, Litigation means any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator, expert or other governmental authority.

  6. Effectiveness and Termination.

6.1 This Clause 6 and Clauses 1, 5, 7 through 9 (inclusive) come into force and effect upon the execution of this Agreement by the Parties. The remaining provisions of this Agreement shall be effective only upon Completion 1 (the Effective Time).   7





6.2 Unless otherwise mutual agreed between the Parties, this Agreement shall remain in effect until the earlier of the below events occur:

 (a) The fifth (5t h) anniversary of this Agreement; and

 (b) Otkritie ceasing to own more than 2,237,216 class B shares or American depositary shares of QIWI.

6.3 Notwithstanding Clause 6.2, this Clause 6 and Clauses 1, 5, 7 through 9 (inclusive) shall survive any termination of this Agreement.

  7. Miscellaneous.

7.1 Nothing in this Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.

7.2 If any provision or part of this Agreement is void or unenforceable due to any Applicable Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect. Each party shall use its reasonable endeavours to replace the invalid provision in that respect with a valid and enforceable substitute provision the effect of which is as close (commercially and legally) to its intended effect as possible.

7.3 No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of the parties. The expression variation includes any variation, supplement, deletion or replacement however effected.

7.4 This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all the counterparts together constitute one instrument.

7.5 No Party shall assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of this Agreement or sub-contract or delegate in any manner whatsoever its performance under this Agreement.

7.6 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by a person who is not a Party to this Agreement.   8





8. Notices.

8.1 A notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it or with any arbitration under this Agreement:

 (a) must be in writing in English;

 (b) for the avoidance of doubt, must not be sent by electronic mail;



(c) must be delivered by hand, fax or courier using an internationally recognised courier company to the address specified below in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified, or to such other address or fax number or marked for the attention of such other person, as the relevant party may from time to time specify by notice given in accordance with this clause.

The relevant details of each party at the date of this Agreement are:   OICL

Address: 2\4 Letnikovskaya street, 115114, Moscow, Russia

Fax number:

Attention: Evgeny Dankevich

Ruben Aganbegyan\Konstantin Olefir

and

QIWI

Address: Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus

Fax number:

Attention: Mr. Philios Yiangou / Mr. Sergey Solonin

8.2 In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 8.3.   9





8.3 A notice is deemed to be received:

 (a) in the case of a notice delivered by hand or courier at the address of the addressee given above, upon delivery at that address; and

 (b) in the case of a notice delivered by fax, at the time of transmission (provided that a transmission report from the machine from which thefax was sent is received by the sender which indicates that the fax was sent in its entirety to the fax number of the recipient).

8.4 A notice received, or deemed to be received, on a day which is not a business day in the place of receipt, or after 5pm on any business day in the place of receipt, shall be deemed to have been received on the next following business day in the place of receipt (and for the purposes of this clause, a business day in the place of receipt shall mean a day (other than a Saturday or Sunday) on which banks are open for general business in that place).

8.5 The parties agree that the provisions of this clause shall not apply to the service of any writ, summons, order, judgment or other document relating to or in connection with any legal proceedings and service of any request for arbitration or other document in arbitral proceedings commenced pursuant to this Agreement shall be at the address given in Clause 9.

  9. Governing Law and Dispute Resolution.

9.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (Dispute) shall be referred to, and finally resolved by, arbitration under the Rules of Arbitration (the LCIA Rules) of the London Court of International Arbitration (the LCIA) which rules are deemed to be incorporated by reference into this Clause 9.2.

9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or   10







in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party's right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so.

9.4 The seat, or legal place, of arbitration shall be London, England.

9.5 The language of the arbitration proceedings shall be English.

9.6 The award of the arbitrators shall be final and binding on the parties, their successors and assigns.

9.7 Nothing in Clauses 9.2 to 9.6 shall limit the rights of the parties to bring proceedings against another party in any court of competent jurisdiction in order to:

 (a) enforce an arbitration award rendered in accordance with Clauses 9.2 to 9.6; or

 (b) make a claim for interim or injunctive relief.

9.8 Each party agrees that if more than one arbitration is commenced under this Agreement or any document related to this Agreement, and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitral tribunal appointed in such proceedings as have been filed with the LCIA first in time shall have the discretion to determine whether, in the interests of justice and efficiency and taking into account the stage of the proceedings and all other relevant circumstances, the proceedings should be consolidated before that arbitral tribunal and any party should be joined to such proceedings.

9.9 Each party agrees that it may be joined as an additional party to an arbitration involving other parties under this Agreement or any document related to this Agreement. Any joined party (even if it chooses not to participate in the arbitral proceedings) shall be bound by any award rendered by the arbitral tribunal.

9.10 The law of this arbitration agreement shall be the law of England and Wales.

9.11 QIWI and OICL hereby irrevocably undertake to at all times maintain an agent with an address in England and Wales for service of process and any other documents in proceedings in England or any other proceedings in connection with   11





 this Agreement, and to keep the other party advised of the identity and address of such agent, for so long as it has any obligations under thisAgreement. Any claim form, request for arbitration, judgement or any other notice of legal process whatsoever shall be sufficiently served on:

 (a) QIWI, if delivered to:

 (i) QIWI plc c/o Law Debenture Corporate Services Limited Fifth Floor 100 Wood Street London EC2V 7EX United Kingdom

or

 (ii) if delivered to the last address notified to OICL as an address for service under this Clause 9.

 (b) OICL, if delivered to:

 (i) Otkritie Capital International Limited 12 Floor, 88 Wood Street London EC2V 7RS United Kingdom

(or to any other registered office in England and Wales of Otkritie Capital International Limited from time to time); or

 (ii) if delivered to the last address notified to QIWI as an address for service under this Clause 9.

This Agreement has been duly executed by the parties (or their duly authorised representatives) on the date specified at the beginning of this Agreement.

[Signature page follows]    12





EXECUTED and DELIVERED ) as a DEED for and on behalf of ) QIWI PLC )



Signed in the presence of:

  Witness Signature

  Witness Name

  Witness Occupation

  Witness Address   13





EXECUTED and DELIVERED ) as a DEED for and on behalf of ) OTKRITIE INVESTMENTS CYPRUS LIMITED )



Signed in the presence of:

  Witness Signature

  Witness Name

  Witness Occupation

  Witness Address   14 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]: 11401


[Q]: Exhibit 10.6 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this Agreement) is made and effective as of [ ] day of [ ], 2020 (Effective Date), by and between Palmer Square Capital Management LLC, a Delaware limited liability company (the Licensor), and Palmer Square Capital BDC Inc., a corporation organized under the laws of the State of Maryland (the Licensee) (each a party, and collectively, the parties). RECITALS WHEREAS, Licensee is a newly organized, externally managed, closed-end, non-diversified management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act); WHEREAS, Licensor, together with its affiliates, provides investment management, investment consultation and investment advisory services; WHEREAS, Licensor and its affiliates, including Palmer Square BDC Advisor LLC, a Delaware limited liability company (Investment Advisor), have used the marks Palmer Square, Palmer Square Capital and derivations thereof (the Licensed Mark) in the United States of America and certain other jurisdictions (collectively, the Territory) in connection with the investment management, investment consultation and investment advisory services they provide; WHEREAS, the Licensee is entering into an investment advisory agreement with Investment Advisor (the Advisory Agreement), wherein Licensee shall engage Investment Advisor to act as the investment adviser to the Licensee; WHEREAS, it is intended that Investment Advisor be a third party beneficiary of this Agreement; and WHEREAS, the Licensee desires to use the Licensed Mark as part of its corporate name and in connection with the operation of its business, and Licensor is willing to grant Licensee a license to use the Licensed Mark, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. LICENSE GRANT 1.1. License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Mark solely and exclusively as a component of Licensee's own corporate name and in connection with marketing the investment management, investment consultation and investment advisory services that Investment Advisor may provide to Licensee. During the term of this Agreement, Licensee shall use the Licensed Mark only to the extent permitted under this License, and except as provided above, neither Licensee nor any affiliate, owner, director, officer, employee or agent thereof shall otherwise use the Licensed Mark or any derivative thereof in the Territory without the prior express written consent of Licensor in its sole and absolute discretion and shall not use the Licensed Mark for any purpose outside the Territory. All rights not expressly granted to Licensee hereunder shall remain the exclusive property of the Licensor. 1.2. Nothing in this Agreement shall preclude Licensor or any of its successors or assigns from using or permitting other entities to use the Licensed Mark, whether or not such entity directly or indirectly competes or conflicts with Licensee's business in any manner.

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020





ARTICLE 2. COMPLIANCE 2.1. Quality Control. In order to preserve the inherent value of the Licensed Mark, Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the Licensee's business and the operation thereof equal to the standards prevailing in the operation of Licensee's business as of the Effective Date. The Licensee further agrees to use the Licensed Mark in accordance with such quality standards as may be reasonably established by Licensor and communicated to the Licensee from time to time in writing, or as may be agreed to by Licensor and the Licensee from time to time in writing. 2.2. Compliance With Laws. Licensee agrees that the business operated by it in connection with the Licensed Mark shall comply with all laws, rules, regulations and requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, marketing, and promotion of the business and shall notify Licensor of any action that must be taken by Licensee to comply with such law, rules, regulations or requirements. 2.3. Notification of Infringement. Each party shall immediately notify the other party and provide to the other party all relevant background facts upon becoming aware of (a) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with the Licensor's rights in the Licensed Mark or the rights granted to the Licensee under this Agreement, (b) any infringements or misuse of the Licensed Mark in the Territory by any third party (Third Party Infringement), or (c) any claim that Licensee's use of the Licensed Mark infringes the intellectual property rights of any third party in the Territory (Third Party Claim). Licensor shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle in its sole discretion, all actions, proceedings and claims involving any Third Party Infringement or Third Party Claim, and to take any other action that it deems necessary or proper for the protection and preservation of its rights in the Licensed Mark. Licensee shall cooperate with Licensor in the prosecution, defense or settlement of such actions, proceedings or claims.

- 2 -

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020





ARTICLE 3. REPRESENTATIONS AND WARRANTIES 3.1. Licensee accepts this license on an as is basis. Licensee acknowledges that Licensor makes no explicit or implicit representation or warranty as to the registrability, validity, enforceability, ownership of the Licensed Mark, or as to Licensee's ability to use the Licensed Mark without infringing or otherwise violating the rights of others, and Licensor has no obligation to indemnify Licensee with respect to any claims arising from Licensee's use of the Licensed Mark, including without limitation any Third Party Claim. 3.2. Mutual Representations. Each party hereby represents and warrants to the other party as follows: (a) Due Authorization. Such party is a limited liability company duly formed or a corporation duly incorporated, as applicable, and is in good standing as of the Effective Date, and the execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party. (b) Due Execution. This Agreement has been duly executed and delivered by such party and, upon due authorization, execution and delivery of this Agreement by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. (c) No Conflict. Such party's execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision of the operating agreement, charter or bylaws (or similar organizational documents) of such party; (ii) conflict with or violate any governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party. ARTICLE 4. TERM AND TERMINATION 4.1. Term. This Agreement shall expire if the Investment Advisor or one of its affiliates ceases to serve as investment adviser to the Licensee. This Agreement shall be terminable by Licensor at any time and in its sole discretion in the event that Licensor or Licensee receives notice of any Third Party Claim arising out of Licensee's use of the Licensed Mark; by Licensor or Licensee upon sixty (60) days' written notice to the other party; or by Licensee at any time in the event Licensee assigns or attempts to assign or sublicense this Agreement or any of Licensee's rights or duties hereunder without the prior written consent of Licensor.

- 3 -

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020





4.2. Upon Termination. Upon expiration or termination of this Agreement, all rights granted to Licensee under this Agreement with respect to the Licensed Mark shall cease, and Licensee shall immediately delete the term Palmer Square from its corporate name and shall discontinue all other use of the Licensed Mark. For twenty-four (24) months following termination of this Agreement, Licensee shall specify on all public-facing materials in a prominent place and in prominent typeface that Licensee is no longer operating under the Licensed Mark, is no longer associated with Licensor, or such other notice as may be deemed necessary by Licensor in its sole discretion in its prosecution, defense, and/or settlement of any Third Party Claim. ARTICLE 5. MISCELLANEOUS 5.1. Third Party Beneficiaries. The parties agree that Investment Advisor shall be a third party beneficiary of this Agreement, and shall have the rights and protections provided to Licensee under this Agreement. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party other than Investment Advisor any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.2. Assignment. Licensee shall not sublicense, assign, pledge, grant or otherwise encumber or transfer to any third party all or any part of its rights or duties under this Agreement, in whole or in part, without the prior written consent of the Licensor, which consent Licensor may grant or withhold in its sole and absolute discretion. Any purported transfer without such consent shall be void ab initio. 5.3. Independent Contractor. Neither party shall have, or shall represent that it has, any power, right or authority to bind the other party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other party. 5.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or such other address as the parties may provide to each other by written Notice): If to Licensor: Palmer Square Capital Management LLC 1900 Shawnee Mission Parkway, Suite 315 Mission Woods, Kansas 66205 Tel. No.: (816) 994-3200 Fax No.: (913) 647-9733 Attn: Member

- 4 -

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020





If to Licensee: Palmer Square Capital BDC Inc. 1900 Shawnee Mission Parkway, Suite 315 Mission Woods, Kansas 66205 Tel. No.: (816) 994-3200 Fax No.: (913) 647-9733 Attn: Chief Executive Officer 5.5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 5.6. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by each party hereto. 5.7. No Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto. 5.8. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 5.9. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement. Facsimile or portable document format (PDF) counterpart signatures to this Agreement shall be acceptable and binding. 5.11. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter. [Remainder of Page Intentionally Left Blank]

- 5 -

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020





IN WITNESS WHEREOF, each party has caused this Agreement to be executed on the date first set forth above by its duly authorized officer. LICENSOR: PALMER SQUARE CAPITAL MANAGEMENT LLC By: Name: Jeffrey D. Fox Title: Managing Director LICENSEE: PALMER SQUARE CAPITAL BDC INC. By: Name: Scott A. Betz Title: Chief Compliance Officer ACKNOWLEDGED AND AGREED TO PALMER SQUARE BDC ADVISOR LLC By: Name: Jeffrey D. Fox Title: Chief Financial Officer [Signature Page to Trademark License Agreement]

Source: PALMER SQUARE CAPITAL BDC INC., 10-12G/A, 1/16/2020 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
[A]:
9523