INDEMNIFICATION AGREEMENT

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated November 17, 2014, is entered into by and among Triton Pacific Investment Corporation, Inc., a Maryland corporation (the “Company”), and Triton Pacific Adviser, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, certain holders of the Company’s common stock, par value $0.001 per share (“Common Stock”) may have rescission rights against the Company under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and may seek to assert such rights by making claims for rescission under Section 12(a) of the Securities Act; and

WHEREAS, in consideration of the mutual agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Adviser desires to provide potential funding to, and for indemnification of, the Company as described in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.                   Definitions.

a.                   “Applicable Claims” means any claims presented to the Company by the Company’s existing shareholders under Section 12(a) of the Securities Act to exercise any potential rescission rights with regard to any Applicable Shares.

b.                   “Applicable Period” means the period beginning on May 1, 2014 and ending on August 14, 2014.

c.                    “Applicable Shares” means any shares of the Common Stock, without regard to class, purchased from the Company during the Applicable Period.

2.                   Funding and Indemnification.

a.                   If the Company does not have funds to meet obligations of the Company with respect to any Applicable Claims, the Adviser will, pursuant to Section 2(c), provide the Company with funds to the extent necessary to meet such obligations. In addition, the Adviser will indemnify and hold harmless the Company for any losses to which the Company may become subject pursuant to Section 12(a) under the Securities Act in an amount equal to the product of (i) the number of shares of Common Stock covered by an Applicable Claim and (ii) the purchase price of a share of Common Stock as of the date of original purchase, minus the net asset value of such share of Common Stock at the time such share is repurchased by the Company plus the aggregate amount of distributions paid on such share of Common Stock, minus the amount of any commissions or dealer manager fees paid in respect of such share of Common Stock that are actually recovered and paid to the Company, insofar as such losses (or actions in respect thereof) directly arise out of Applicable Claims.

b.                   Promptly after receipt by the Company of an Applicable Claim, and in no event later than five (5) days from receipt thereof, the Company shall notify the Adviser in writing of receipt thereof; provided that the omission so to notify the Adviser shall not relieve it from any liability which it may have to the Company hereunder, except to the extent that it has been prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In case any such action shall be brought against the Company relating to an Applicable Claim and it shall notify the Adviser of the commencement thereof, the Adviser shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Company, and, after notice from the Adviser to the Company of its election so to assume the defense thereof, the Adviser shall not be liable to the Company for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Company, in connection with the defense thereof. The Adviser shall not, without the written consent of the Company, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Company is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Company from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Company.

c.                    Subject to compliance with the applicable provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Adviser shall be permitted to satisfy its funding and indemnification obligations hereunder from time to time by:

                                                                i.      delivering to the Company, at such account as the Company may designate, the amount calculated in Section 2(a);

                                                               ii.      purchasing from the Company a sufficient number of shares of Common Stock, at a price equal to the greater of (A) the then current public offering price per share, exclusive of discounts or commissions, of Common Stock; and (B) the then current net asset value per share of the Common Stock, to provide the Company with the amount calculated in Section 2(a); or

                                                             iii.      offsetting amounts owed by the Company to the Adviser pursuant to the Investment Advisory Agreement (as defined in Section 3, below).

3.                   Investment Advisory Agreement. Notwithstanding anything to the contrary contained in the Investment Advisory Agreement, dated as of July 27, 2012, between the Company and the Adviser (the “Investment Advisory Agreement”), the provisions of Section 8 of the Investment Advisory Agreement shall not apply to the obligations of the Adviser pursuant to this Agreement.

4.                   Miscellaneous.

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IN WITNESS WHEREOF, the parties hereto have executed Indemnification Agreement as of the date first written above.

TRITON PACIFIC INVESTMENT CORPORATION, INC.

TRITON PACIFIC ADVISOR, LLC