0001144204-06-046486 Sample Contracts

INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN BLACKHAWK CAPITAL GROUP BDC, INC. AND BARAK ASSET MANAGEMENT, LLC
Investment Advisory Management Agreement • November 13th, 2006 • Blackhawk Capital Group BDC Inc • New York

Investment Advisory Management Agreement made this 31st day of October 2006, by and between BLACKHAWK CAPITAL GROUP BDC, INC., a Delaware corporation (the "Corporation"), and BARAK ASSET MANAGEMENT, LLC., a New York limited liability corporation (the "Adviser").

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CONFIDENTIAL
Blackhawk Capital Group BDC Inc • November 13th, 2006 • New York

This letter (the “Agreement”) will confirm the engagement of Sanders Morris Harris Inc., a Texas corporation (“SMH”), 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 financial adviser and placement agent in connection with the Company’s proposed Private Placement of a maximum $5 million in common stock (“Securities”) to accredited investors (the “Offering”). There will be a minimum of $3.5 million in Securities to be raised in the Offering. Included in both amounts will be $100,000 in Blackhawk debt to be converted by The Concorde Group, Inc. into 100,000 shares of Blackhawk common stock.

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