Bentley Securities Corporation
360 Lexington Avenue, 3rd
Floor
New York, New York
10017
(212) 972-8700
Chairman of the Board, President
& Chief Executive Officer
Blackhawk Capital Group BDC,
Inc.
14 Wall Street, Suite
1100B
This letter (the "Agreement") will confirm the
engagement of Bentley Securities Corporation ("Placement Agent") by
Blackhawk Capital Group BDC, Inc., a Delaware corporation and a
business development company registered under the Investment
Company Act of 1940, as amended (the "Company"), as placement agent
in connection with the Company's Rule 506 offering under Regulation
D under the Securities Act of 1933, as amended (the "Securities
Act"), of up to $250,000,000.00 in common stock ("Securities" or
“Shares”) to qualified institutional buyers ("QIBs")
and "accredited investors" (as those terms are defined under the
Securities Act) (the "Investors") (the
“Offering”). The Offering will be pursuant
to a Confidential Private Placement Memorandum dated July 8, 2009
(“Memorandum”) and a subscription agreement and
purchase questionnaire ("Subscription Agreement"). The
maximum amount to be raised in the Offering is $250,000,000.00 (and
50,000,000 Shares have been sold). There is no minimum
requirement for the sale of Shares by the
Company. Closings will occur upon receipt of funds as
received. Investors must be advised that there is no
minimum amount of subscriptions that must be raised in the Offering
before the initial closing or any “rolling” closing can
take place. Funds will be placed into an escrow account
prior to any closing. The Company reserves the right to
lower the minimum or increase the maximum at its sole
discretion. The purchase price shall be $5.00 per
Share.
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1.
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Scope of
Placement Agent's Services . Placement Agent will assist in the
distribution of Offering Materials (as hereinafter defined) to
potential investors, report to the Company on the status of
potential investors, assist in consummating the Offering, and
perform such other services, as necessary and as requested by the
Company, including, but not limited to:
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(a)
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familiarizing
itself to the extent it deems appropriate and feasible with the
business operations, financial condition, and prospects of the
Company,
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screening and
contacting prospective investors, and
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assisting in
negotiations with prospective investors.
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It is understood by both parties
that Placement Agent intends to solicit interest from a limited
number of potential Investors (QIBs and accredited
investors). Placement Agent will, in its sole
discretion, determine the reasonableness of their efforts and are
under no obligation to perform at any level other than what each
deems reasonable. The Company shall retain control of
the Offering and shall have the right to determine (a) whether to
accept and close the sale of the Securities to a specific Investor,
(b) whether to close or terminate the Offering, and (c) the content
of the Offering Materials. The Company shall retain control of the
Offering and shall have the right to determine (a) whether to
accept and close the sale of any Securities to a specific Investor,
(b) whether to close or terminate the Offering, (c) whether to
change any of the terms of the Offering, and (d) the content of the
Offering Materials.
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Fees . In return for Placement Agent's services in the
placement of Securities, the Company will pay Placement Agent a
cash fee equal to five percent (5%) of the gross proceeds (the
"Financing Fee") of any Securities placed by Placement
Agent. Any Financing Fees payable to Placement Agent
will be due at the respective closing date(s) of the Offering and
shall be payable to Placement Agent by the Company. The
Company will reimburse Placement Agent for any out-of-pocket
expenses reasonably incurred in connection with this Agreement;
provided, however, that any such expenses in excess of $1,000.00
will require prior approval by the Company.
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Term . Unless extended, the term of this
Agreement shall commence August 4, 2009 and terminate on the
earliest to occur of: (i) ten (10) calendar days after
written notice given to the Company by Placement Agent of a
potential Investor purchasing at least 50,000,000 Shares that will
close on the purchase of Shares within five (5) calendar days of
the date of such written notice; (ii) 180 calendar days from August
4, 2009; (iii) the date of closing and funding by any Investor of a
Subscription Agreement for a minimum of 50,000,000 Shares (the
"Term"); (iv) ten (10) calendar days after written notice given to
Placement Agent by the Company that the Offering will be closed at
the sole discretion of the Company; or (v) upon ten (10) days
written notice by either party hereto. Upon any
termination or expiration of this Agreement, neither the Company
nor a potential Placement Investor shall have any obligation or
liability to any other party under this Agreement. For a
period of 180 calendar days from August 4, 2009 ("Period"),
Placement Agent shall have the non-exclusive right on behalf of the
Company to solicit prospective Investors who are QIBs and/or
accredited investors regarding the possible sale to such Investors
of Shares. During the Period, Placement Agent shall not
have the right to conduct any other discussions on behalf of the
Company regarding any matter other than the sale of the Shares to
the prospective Investors. For purposes of
clarification, the Company during the Period shall deal on a
non-exclusive basis with Placement Agent concerning the sale of the
Shares. The provisions in this agreement with respect to
Fees and indemnification (including Exhibit A hereto) shall survive
such termination.
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For a period up to one year from the
termination of this Agreement and if Placement Agent enters into a
selling group of any subsequent securities offerings of the
Company, then Placement Agent shall receive additional financing
fees ("Additional Fees") if the Company sells securities to those
Investors previously introduced by Placement Agent ("Protected
Investors"). Prior to the termination date, Placement
Agent will furnish the Company with a written list of the Protected
Investors. The Additional Fees will be equal to any
underwriting or placement fees that are listed in any future
offering circular or prospectus.
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Company Information . The Company will
furnish Placement Agent such information concerning the Company as
Placement Agent reasonably determines to be appropriate with
respect to the Offering ("Information"). The Company
shall afford Placement Agent and its counsel and representatives
full and complete access to its books and records and will use
commercially reasonable efforts to afford Placement Agent with full
and complete cooperation of management to gather the Information on
a reasonable basis. The Company recognizes and confirms
that Placement Agent (a) will use and rely on the Information in
performing the services contemplated by this Agreement, without
independently verifying the accuracy and completeness of the same,
(b) does not assume responsibility for the accuracy or completeness
of the Information, and (c) will not make an appraisal of any
assets or liability of the Company.
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The Company hereby represents to
Placement Agent that all solicitation materials prepared by the
Company and used in connection with the Offering, including,
without limitation, the Confidential Private Placement Memorandum
(the "Offering Materials") will not, as of
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