The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, # in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated ​, as the same shall be amended from time to time (as amended, the “Registration Statement”), # in accordance with the Investment Company Act and # during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, # determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; # identify, evaluate and negotiate the structure of the investments made by the Corporation; # close and monitor the Corporation’s investments; # determine the securities and other assets that the Corporation will purchase, retain, or sell; # perform due diligence on prospective portfolio companies; and # provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.

Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

Duties. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Employee is entitled under this Agreement, Employee agrees to devote reasonable attention and time to the business and affairs of the Employer commensurate with Employee’s offices, and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully Employee’s responsibilities and duties under this Agreement.

Duties. The Trustee shall, except as otherwise provided in this Plan, invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, common or preferred stocks, open -end or closed-end mutual funds, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give d ue regard to any limitations imposed by the Code or the Act so that at all times this Plan may qualify as a qualified Plan and Trust. The Trustee shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Duties. Employee is engaged and shall serve as President of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by the Board or the Chief Executive Officer and consistent with the office of President. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.

Duties. You will be responsible for planning and supervising all of the Company’s activities and for such other matters as authorized by the Board of Directors. You will report to the Board of Directors. You shall devote your best efforts and full business time, skill and attention to the performance of your duties: provided that you may also serve on the Board of Directors of one biosimilar company, so long as the name and strategy of such company is disclosed to the Board of the Company and such service does not create a conflict of interest. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion, subject to the terms and conditions set forth herein. All the terms hereunder shall be subject to approval by the Board of Directors.

The Executive will serve as the President of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. Employee shall serve as ​, with all duties, responsibilities and authority as are commensurate and consistent with such position, and as may be, from time to time, assigned to Employee by ​ of the Company.

Duties. During the Employment Period, Executive shall report to the Company’s Chief Executive Officer, and Executive shall devote all of Executive’s business time and attention (except for permitted vacation periods and periods of illness or incapacity) and Executive’s best efforts to the business and affairs of the Company Group. During the Employment Period, Executive will # perform Executive’s duties faithfully and to the best of Executive’s abilities, and # comply with all of the policies of the Company Group, including such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are from time to time in effect (as the same may be amended or modified from time to time by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive’s services will be rendered exclusively to the Company Group, and Executive may not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted by the Board (or its authorized designee) in writing.

The Executive will serve as the Chief Financial Officer and Treasurer of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. The Company hereby agrees to employ the Employee and the Employee hereby accept such employment in such positions and with such duties and responsibilities as the Company may from time to time determine. Subject ​ applicable laws, the Company may assign the Employee and/or this Agreement to one of its subsidiaries as appropriate.

Duties. You shall devote your entire business time, attention and energies to the business of the Company during your employment with the Company. You shall be Executive Vice President, Chief Financial Officer of the Company, and you shall perform all duties reasonable and consistent with such office, to include responsibility for Corporate Development and Strategy, as may be assigned to you from time to time by the President and Chief Executive Officer, or other individual designated by the President and Chief Executive Officer.

Duties. You agree to perform such duties incident to Your position, as well as any other duties for the Company as may be directed by the Company’s President, Chief Executive Officer and/or Board, and to assume such other or additional title, duties, and/or responsibilities as the President, Chief Executive Officer or Board may determine. During the Term, You shall devote substantially all of Your business time and attention to the performance of Your duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the President, Chief Executive Officer or Board. Notwithstanding the foregoing, You will be permitted to act or serve as a volunteer, director, trustee, committee member or principal of any civic or charitable organization, provided such service does not interfere with Your work for the Company. You shall not engage in any activity that is competitive with the Company’s business or make any preparations to engage in any competitive activity. You shall be supportive of the Company’s business and its best interests and shall not, directly or indirectly, take any action which could reasonably be expected to have an adverse effect upon the business or best interests of the Company. You agree that You will at all times honestly and fairly conduct Your duties, and will at all times maintain the highest of professional standards in representing the interests of the Company. You will comply with Company policies, decisions, and instructions, which may be changed by the Company from time to time.

Duties. Employee hereby agrees to be employed as Chief Financial Officer. Employee agrees that he shall: # faithfully and to the best of his ability perform all of the duties that may be required of him pursuant to the terms of this Agreement; # devote substantially all of his business time and attention to the performance of Employee’s duties hereunder; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Chief Executive Officer.”

Duties. Employee hereby agrees to be employed as Chief Technology Officer. Employee agrees that he shall: # faithfully and to the best of their ability perform all of the duties that may be required of their pursuant to the terms of this Agreement; # devote substantially all of their business time and attention to the performance of Employee’s duties hereunder ; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the CEO.

Duties. Executive shall have the customary powers, responsibilities and authorities of chief financial officers of corporations of the size, type, and nature of the Company, as it exists from time to time, including but not limited to those duties listed in [Exhibit A]. Executive shall report to the Company’s Chief Executive Officer.

Duties. During the Term, Executive shall be employed by the Company as Vice President, Sales and Marketing of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors (the “Board”) of the Company. Executive shall report to the Chief Executive Officer (the “CEO”) of the Company. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company.

Duties. Place shall perform the duties commonly performed by the President and CFO, subject to the Company's Bylaws, Employee Manual, and directions from time to time of the Company's Board of Directors; provided, however, that Place will co-manage all manufacturing operations in conjunction with the Company's CEO. Place shall devote his full time and best efforts to assure the efficient and profitable operation of the business of the Company.