Amendment No. 3, dated July 19, 2023, to Equity Distribution Agreement, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann & Co. Inc., Compass Point Research and Trading, LLC, and Raymond James & Associates, Inc

Exhibit 10.1

SARATOGA INVESTMENT CORP.

(a Maryland corporation)

AMENDMENT NO. 3 TO

EQUITY DISTRIBUTION AGREEMENT

July 19, 2023

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue 4th Floor

New York, New York 10019

Compass Point Research & Trading, LLC

1055 Thomas Jefferson Street NW
Suite 303
Washington, DC 20007

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

Ladies and Gentlemen:

This Amendment No. 3, dated July 19, 2023 (the “Amendment”), is to the Equity Distribution Agreement, dated July 30, 2021 (as amended from time to time, the “Equity Distribution Agreement”), by and among Saratoga Investment Corp., a Maryland corporation (the “Company”), Saratoga Investments Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Compass Point Research & Trading, LLC (“Compass Point”).

WHEREAS, the Company, the Adviser, Ladenburg and Compass Point desire to amend the Equity Distribution Agreement to add Raymond James & Associates, Inc. (“Raymond James”, together with Ladenburg and Compass Point, the “Agents”) as a party thereto, to serve as an Agent pursuant to the Equity Distribution Agreement.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:

Preamble. Effective as of the date hereof, the first paragraph of the Equity Distribution Agreement is replaced in its entirety with the following:

“Saratoga Investment Corp., a Maryland corporation (the “Company”), and Saratoga Investment Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), each confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Compass Point Research & Trading, LLC (“Compass Point”) and Raymond James & Associates, Inc. (“Raymond James,” and together with Ladenburg and Compass Point, the “Agents”).

Effective as of the date hereof, Section 15 of the Equity Distribution Agreement is replaced in its entirety with the following:

“Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Ladenburg shall be directed to Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4^th Floor, New York, NY 10019, Attention: Equity Syndication Desk, with a copy to Blank Rome LLP, 41271 Avenue of the Americas, New York, NY 10020, Attention: Thomas Westle, Esq.; if sent to Compass Point Trading & Research, LLC, 1055 Thomas Jefferson Street, NW, Suite 303, Washington, D.C. 20007, Attention: Alex Spotts with a copy to Blank Rome LLP, 1271 Avenue of the Americas, New York, NY 10020, Attention: Thomas Westle, Esq.; if sent to Raymond James & Associates, 880 Carillon Parkway, St. Petersburg, FL 33716, Attention, ECM General Counsel, with a copy to Blank Rome LLP, 1271 Avenue of the Americas, New York, NY 10020, Attention: Thomas Westle, Esq.; if sent to the Company or the Adviser, will be mailed, delivered or telegraphed and confirmed to them at 535 Madison Avenue, New York, New York 10022, with a copy to Eversheds Sutherland (US) LLP, 700 Sixth Street, Suite 700, Washington, DC 20001, Attention: Payam Siadatpour, Esq.”

Effective as of the date hereof, Exhibit B to the Equity Distribution Agreement is amended to add the following authorized individuals of Raymond James for placement notices and acceptance:

Raymond James & Associates, Inc.

The Company, the Adviser, Ladenburg, Compass Point, and Raymond James, by the execution of this Amendment, hereby consent to the amendments, modifications and supplements to the Equity Distribution Agreement contemplated herein.

Except as set forth above, no other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all exhibits thereto, unaffected by this Amendment shall remain in full force and effect.

Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Equity Distribution Agreement.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Signature Page Follows.] 

If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Adviser and the Agents.

CONFIRMED AND ACCEPTED, as of

the date first above written:

LADENBURG THALMANN & CO. INC.

COMPASS POINT RESEARCH & TRADING, LLC

RAYMOND JAMES & ASSOCIATES, INC.

[Signature page to Amendment No. 3 to Equity Distribution Agreement]

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