StHealth Capital Investment Corporation
410

300 Park Avenue 14th

12^th Floor

New York, NY 10022
800-690-6903

July 18, 2018

Dear Stockholder:

You are cordially invited to attend our 2018 Annual Meetingthe annual meeting of Stockholdersstockholders of StHealth Capital Investment Corporation (the “Company”) to be held on August 7, 2018,July 24, 2019 at 10:8:00 a.m. local time, Eastern Time, at ourthe offices located at 410of the Company, 300 Park Avenue, 14th12th Floor, New York, New York 10022.10022 (the “Annual Meeting”).

Your vote is very important! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes.

The matters expected to be acted upon at the meeting are described in the following Notice of the 2018 Annual Meeting of Stockholders and Proxy Statement.

Directors and officers will be available at the meeting to speak with you. There will beproxy statement accompanying this letter provide an opportunity during the meeting for your questions regarding the affairs of First Capital Investment Corporation and for a discussionoutline of the business to be consideredconducted at the meeting. The Annual Meeting is being held for the following purposes:

(i) to elect three members of the board of directors of the Company to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified;

(ii) to ratify the appointment of Malone Bailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and

(iii) to transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The Company’s board of directors recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.

The Company has elected to provide access to its proxy materials to certain of its stockholders over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about July 2, 2019, the Company intends to mail to most of its stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement, and how to submit proxies over the internet. All other stockholders will receive a copy of the proxy statement and Annual Report by mail. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement. The Company believes that providing its proxy materials over the internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

It is important that your shares of the Company’s common stock be represented at the Annual Meeting. If you use this opportunity to take part in the affairs of First Capital Investment Corporation by voting on the business to come before this meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR SUBMIT YOUR PROXY BY USING THE TELEPHONE OR THE INTERNET, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. FOR SPECIAL INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD. Voting by proxy does not deprive you of your rightare unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, or follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to authorize a proxy through the internet.

Your vote your sharesand participation in person.

We look forward to seeing you at the meeting.governance of the Company are very important.

Sincerely,

Derek Taller, PhD

President and Chief Executive Officer

StHealth Capital Investment Corporation

300 Park Avenue, 14th12th Floor

New York, NY 10022

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 7, 2018

be held on July 24, 2019

PROXY STATEMENTGENERAL

GENERAL

ThisThe accompanying proxy statement is furnished in connection withsolicited on behalf of the solicitation of proxies by the board of directors (the “Board of Directors” or the “Board”) of First Capital Investment Corporation, a Maryland corporation (the “Company”),Board for use at the 2018 Annual Meeting of Stockholdersto be held at the offices of the Company, to be held on August 7, 2018, at 10:00 a.m. local time at our offices located at 410300 Park Avenue, 14th12th Floor, New York, NYNew York 10022, on July 24, 2019 at 8:00 a.m., Eastern Time. Only holders of record of our common stock at the close of business on June 27, 2019, which is the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 2,084,261 shares of common stock (the “Shares”), outstanding and any adjournments or postponements thereof (the “Annual Meeting”).entitled to vote. This proxy statement, andincluding the accompanying materialsform of proxy (collectively, the “Proxy Statement”), or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement, and how to submit proxies over the internet, are first being mailedsent to stockholders on or about July 18, 2018 to stockholders of record described below and are available2, 2019. The Proxy Statement can be accessed online atwww.proxyvote.com www.proxypush.com/STHEALTH.

All properly executed proxies representing shares of common stock, par value $0.001 per share, of the Company (the “Shares”) received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.

If no specificationcontained therein. Unless contrary instructions are specified, if a proxy is made,properly executed and received by the Company (and not revoked) prior to the Annual Meeting, the Shares represented by the proxy will be voted (1)FOR: the election of three members of the board of directors of the Company to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified, and (2) FOR the ratification of the selection of Malone Bailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Should any matter not described above be properly presented at the Annual Meeting, the named proxies will vote in accordance with their best judgment as permitted.

Voting Rights

Holders of our common stock are entitled to one vote for each share held as of the Record Date.

The Annual Meeting is being held for the following purposes:

If no specification is made, such abstention will have the same effect as a vote AGAINST: 

Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise. Any stockholder who executes a proxy may revoke it with respect to any proposal by attending the Annual Meeting and voting his or her Shares in person, or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

Quorum

Stockholders of the Company are entitled to one vote for each Share held. Under the Articles of Amendment and Restatement of the Company, as amended (the “Charter”), one third of the number of Shares entitled to cast votes, present in person or by proxy, constitutes a quorum for the transaction of business. Abstentions will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Annual Meeting.

Adjournments

In the event that a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting or the stockholders entitled to vote at the Annual Meeting, present in person or by proxy, shall have the power to adjourn the Annual Meeting from time to time to a date not more than 120 days after the original record date

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without notice other than the announcement at the Annual Meeting to permit further solicitation of proxies. Any business that might have been transacted at the Annual Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

If it appears that there are not enough votes to approve any proposal at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days after the record date originally fixed for the Annual Meeting without notice, other than announcement at the Annual Meeting, to permit further solicitation of proxies.

If sufficient votes in favor of one or more proposals have been received by the time of the Annual Meeting, the proposals will be acted upon and such actions will be final, regardless of any subsequent adjournment to consider other proposals.

Record Date

Our board of directors has fixed the close of business on July 17, 2018June 27, 2019 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof. As of the Record Date, there were 840,627.272,084,261 Shares outstanding.

Required Vote

Director Proposal. Each director nominee shall be elected by a plurality of all the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Director Proposal. There will be no cumulative voting with respect to the Director Proposal.

Approval of the New Advisory Agreement. To become effective, the New Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Company. The “vote of a majority of the outstanding voting securities” is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), as the lesser of the vote of (i) 67% or more of the shares of the Company entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Company entitled to vote thereon. For purposes of determining the approval of the New Advisory Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

Accountant Proposal. The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present, is required to ratify the appointment of Malone Bailey LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2019. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Accountant Proposal.

BrokerNon-Votes

Shares for which brokers have not received voting instructions from the beneficial owner of the Shares and do not have, or choose not to exercise, discretionary authority to vote the Shares on certain proposals (which are considered “brokernon-votes” with respect to such proposals) will be treated as Shares present for quorum purposes. Because the Director Proposal and the approval of the New Advisory Agreement are is anon-routine matters, matter, brokernon-votes are not considered votes cast and thus have no effect on the Director Proposal or approval of the New Advisory Agreement.Proposal.

Because the Accountant Proposal is a routine matter, brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the Shares, and therefore, there will not be any brokernon-votes with respect to the Accountant Proposal.

Householding

Mailings for multiple stockholders going to a single household are combined by delivering to that address, in a single envelope, a copy of the documents (annual reports, proxy statements, etc.) or other communications for all stockholders who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”). If you do not want to continue to receive combined mailings of Company communications and would prefer to receive separate mailings of Company communications, please contact the Company’s transfer agent,

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Phoenix American Financial Services, Inc. by telephone at (415) 223-1716415-223-1737 or by mail to FirstStHealth Capital Investment Corporation, c/o Phoenix American Financial Services, Inc., 2401 Kerner Boulevard, San Rafael, California 94901.

Stockholder Communications with Board of Directors

Stockholders of the Company who wish to send communications to the board of directors should send them to the address of the Company and to the attention of the board. All such communications will be directed to the board'sboard’s attention.

Voting

You may vote in person at the Annual Meeting or by proxy in accordance with the instructions provided below. You may also authorize a proxy by telephone or through the Internet using the toll-free telephone number or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link. Stockholders of the Company are entitled to one vote for each Share held.

When voting by proxy and mailing your proxy card, you are required to:

The Company has enclosed with this proxy statement the Notice of Annual Meeting of Stockholders and the proxy card. Stockholders may request copies of the Company’s annual report (the “Annual Report”), without charge, by writing to FirstStHealth Capital Investment Corporation, 410300 Park Avenue, 14th12th Floor, New York, NY 10022.The proxy statement and the Annual Report areis also available on the Company’s website atwww.proxyvote.com. www.proxypush.com/STHEALTH. If you plan on attending the Annual Meeting and voting your Shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. To obtain directions to the Annual Meeting, please call the Company’s transfer agent at (415) 223-1716.223-1737.

Other Information Regarding This Solicitation

The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this proxy statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card and Annual Report.card. The Company has requested that brokers, nominees, fiduciaries and other persons holding Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or regular employees of the Company and its affiliates (without special compensation therefor). Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the Stockholder in the same manner as the proxy being revoked and delivered to the Company’s proxy tabulator.

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Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based solely on the review of these forms furnished to the Company during the most recently concluded fiscal year, the Company believes that all applicable Section 16(a) filing requirements have been complied with.

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Dr. Taller focuses on innovative product technologies, strategy, growth, management buyouts and global strategic alliances. His strategy places emphasis on transformational healthcare andunder-the-radar market opportunities through data analytics, superior innovation, and globalization. He also focuses on a distribution channel for products through large hospital networks domestically and in several overseas countries. Dr. Taller is also involved in policymaking to advance the adoption of breakthrough medical products.

Prior to StHealth, Dr. Taller was a Senior Manager at Benchmark and was involved in the formation of a healthcare fund vehicle. Hisbuy-side experience also spans being a Portfolio Manager at Xmark Partners and Stratix Asset Management where he managed a healthcare fund for public investments.

Previously, Dr. Taller conducted research at New York Medical/Rockefeller, King’s College London, Cancer Institute of New Jersey, UC Berkeley and UCSF. He holds a Ph.D. from the Cancer Institute of NewJersey-RWJ Medical School and an A.B. in Molecular Biology from U.C. Berkeley.

The Company has determined that Dr. Taller’s extensive experience with fund formation, private investment deals, and the healthcare industry has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

Independent Directors

Dr. Robert Brown.Dr. Brown was formerly, a Board Member at the American Institute of Physics (AIP), AIP Publishing Treasurer, and Vice Chairman of the Tesla Foundation Board. Dr. Brown led the American Institute of Physics (AIP) as Chief Executive Officer. The AIP comprises around 120,000 scientists in total. Previously, Dr. Brown led technically the Nano plasmonic research activities at Rockwell Collins Advanced Technology Center. He has also served as Executive Director of the UK Institute of Physics, and Head of Opto-electronics Research and Development for Sharp Laboratories of Europe. His scientific & technical specialties are lasers, photonics, nanotechnology, and photonic-medicine.

At the UK Ministry of Defence’s ‘Royal Radar Establishment’ in Malvern, England, Dr. Brown was responsible for inventing new detector, electronic correlator, APD photodetector, laser-diode, liquid-crystal display, and optical-fiber technologies that have since been developed into successful products for experiments involving jet engines, macromolecules, US submarines, and aboard the Space Shuttle. He holds 55 Patents and has published over 120 peer-reviewed research papers in various scientific journals.

Dr. Brown won the UK MoD Prize for “Outstanding Technology Transfer” and a Sharp Corporation (Japan) Prize for novel laser diode invention. His UK Institute of Physics team collected the Queen’s Award for Enterprise in 2000 at Buckingham Palace, London. He is an Adjunct Full Professor in the prestigious Beckman Laser Institute and Medical Clinic, and is a Visiting Professor in the Department of Computer Science, at the University of California, Irvine. Previously he was CTO at Ostendo Technologies, in Carlsbad, California, a specialist displays company.

He is an elected member of the European Academy of the Sciences and Arts (Academia Europaea), and a Special Professor at the University of Nottingham in the UK. He is a Fellow of the American Physical Society, at the UK Institute of Physics, and the Institute of Electronic Engineers. He is alsoEditor-in-Chief of the “Handbook of Optoelectronics” published by CRC Press. He wasco-Editor-in-Chief of the CRC Press Book Series in “Optics and Optoelectronics”. He has beenco-Chairman of the OSA’s International Photon Correlation Conference four times, and editor of subsequent related special issues of Applied Optics.

He has served as a consultant to many companies and government research centers in the USA and UK, most notably on NASA’s Microgravity Experimental Advisory Board and on the UK Home Office (Homeland Security Department equivalent) Science and Technology Reference Committee. Dr. Brown has extensive business experience in China, Japan, Russia, and South Korea, as well as in the USA and EU.

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Dr. Brown received a BSc in Physics from the University of London in 1973 and a PhD in Physics and Engineering from Royal Holloway, University of London in 1983.

Jeff Davi. Mr. Davi is a real estate broker with many years of experience in the real estate field. He is a Broker with Keller Williams in Carmel, California where he works as a member of the Monterey Peninsula Home Team on real estate sales and he has also been a principal at A.G. Davi Property Management, a family owned and operated company, for three generations. Mr. Davi has significant experience in real estate sales residential and commercial, leasing, management and financing.

From 2004 to 2011, Mr. Davi served as the 22nd Commissioner of Real Estate for the State of California. As Real Estate Commissioner, he was instrumental in passing legislation that helps better protect consumers from unscrupulous loan modification schemes. He has been a licensed California real estate broker since 1992. He is a past member of the Board of Directors for the California Association of REALTORS®REALTORS^®, selected REALTOR®REALTOR^® of the year by his peers and served as president of the Monterey County Association of REALTORS®REALTORS^®.

Mr. Davi currently serves as a member of the board of directors of Seneca Center, a nonprofit that offers community-based and family-based service options for emotionally troubled children and their families. From 2010 to 2012, Mr. Davi served as a member of the California Council on Criminal Justice. From 2007 to 2010, Mr. Davi served as a member of the Interdepartmental Task Force onNon-Traditional Mortgages. Mr. Davi also has served as Chairman of the Board of REInfoLink, now known as MlsListings. He also served as president of the Economic Development Corporation of Monterey County, was aco-founder of the Affordable Housing Steering Council of Monterey County and was on the founding board of directors of the Monterey County Visitor and Convention Bureau.

Mr. Davi graduated with a B.S. from St. Mary’s College. The Company has determined that Mr. Davi’s extensive experience with sales, financing, and corporate governance has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

Frank Grant. Mr. Grant has served on our board of directors since March 2017. Mr. Grant has served as Managing Director of Interstate Venture Capital, a venture capital and advisory firm that focuses on the world’s most promising consumer-focused Internet and mobile companies, since November 2016. Prior to Interstate Venture Capital, Mr. Grant was a Partner with Stradling, a business law firm, representing entrepreneurs, emerging growth companies, venture capital firms and investors, from July 2015 to November 2016. He focused his practice on assisting clients in solving business problems, executing business strategies and achieving critical business objectives. Prior to Stradling, Mr. Grant served as Senior Counsel at Perkins Coie, LLP, an international law firm headquartered in Seattle, Washington, from January 2012 to July 2015.

In addition to investing, Mr. Grant regularly works with public and private companies in fundraising, corporate transactions, and corporate governance matters. He has extensive experience with public and private mergers and acquisitions, asset acquisitions and dispositions, private placements and venture capital financings. He assists private and public companies in the acquisition and sale of full business enterprises, subsidiaries, divisions and other select assets. He also helps operating companies, management groups, founders and investors in various transactions, including mergers and acquisitions, joint ventures, debt and equity financings, distribution and supply arrangements and other strategic transactions.

Mr. Grant serves on the board of directors and the audit committee of First Capital Real Estate Trust, a publicly-registered, non-traded real estate investment trust. Mr. Grant is also a member of Pasadena Angels and a member of the Yurok Tribe of California. He advises companies on a wide range of tribal related matters, including federal Indian law, gaming, energy and other economic development opportunities. Mr. Grant assists in the development of diverse economic enterprises to invest in infrastructure and support tribal governmental programs. He also advises on the formation of tribal economic development corporations and assists tribes with investing in business interests ranging from restaurants and hotels, to retail shopping centers and energy generation facilities.

Mr. Grant earned a M.B.A. from the Stanford Graduate School of Business, a J.D. from Stanford Law School and a B.A. with High Honors in Economics from the University of California, Berkeley.

The Company has determined that Mr. Grant’s extensive experience with mergers and acquisitions, fundraising and venture capital financings has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

Executive Officers

The address for each executive officer is c/o FirstStHealth Capital Investment Corporation, 410300 Park Avenue, 14th12th Floor, New York, NY 10022.

The following persons serve as our executive officers in the following capacities:

Cerebral Assessment Systems produced Cognivue, the firstFDA-cleared medical device for the detection and measurement of dementia and cognitive impairment. Concurrently, Dr. Lessen was a Managing Director at Atlas Financial Partners, which advises on and structures solutions to the risks associated with its corporate clients’ benefits-related financial liabilities.

Previously, Dr. Lessen was a Managing Director at Broadpoint Gleacher, a Managing Director at UBS Investment Bank and held various capital markets roles at Zurich Capital Markets, JP Morgan, Toronto Dominion and Goldman Sachs.

Dr. Lessen received both a BSc in Mechanical Engineering and a Master’s degree in Aerospace Engineering from Cornell University. He received a Ph.D. in Theoretical and Applied Mechanics from Rensselaer Polytechnic Institute and an MBA from Cornell University’s Johnson Graduate School of Management.

Anthony V. Raftopol. Anthony Raftopol is a Dubai-based, United States-trained Partner with the firm of MENA LEGAL, focusing for almost 25 years on cross-border transactions for the benefit of private and institutional investors to the Middle East and Eastern Europe. His clients are engaged in a wide variety of fields, including transportation, infrastructure, construction, power generation, oil & gas, agriculture, real estate, leisure properties and consumer products.

Throughout his career, Mr. Raftopol has focused on corporate transactions, lending and finance, and is currently CCO to First Capital Investment Corporation, a New York City-based, SEC-regulated fund focused on the international biotech and medical device sector. Mr. Raftopol is also involved in fintech start-ups and represents several crypto-currency issuers in their global ICO offerings, as well as related fintech infrastructure licensing and development.

Mr. Raftopol has been a member of the Bar of the State of New York (USA) since 1995, and is also a member of the Bar of Bucharest, Romania (status currently inactive).1995. He is a graduate of the Boston University School of Law. In addition to his native English and Romanian, Mr. Raftopol also speaks and works in several other European languages.

Committees of the Board of Directors

Our board of directors has the following committees:

Audit Committee

The audit committee is responsible for selecting, engaging and discharging our independent accountants, reviewing the plans, scope and results of the audit engagement with our independent accountants, approving professional services provided by our independent accountants (including compensation therefor), reviewing the independence of our independent accountants and reviewing the adequacy of our internal controls over financial reporting. The members of the audit committee are Mr. DaviDr. Brown and Mr. Grant,Davi, each of whom is an independent director. Mr. GrantDr. Brown serves as the chairman of the audit committee. Our board of directors has determined that Mr. GrantDr. Brown is an “audit committee financial expert” as defined under SEC rules. The audit committee met twice during the year ended December 31, 2017.2018.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee selects and nominates directors for election by our stockholders, selects nominees to fill vacancies on our board of directors or a committee thereof, develops and recommends to our board of directors a set of corporate governance principles, oversees the evaluation of our board of directors, and recommends to the board of directors the compensation to be paid to the independent directors. The nominating and corporate governance committee considers candidates suggested by its members and other directors, as well as our management and stockholders. A stockholder who wishes to recommend a prospective nominee for our board of directors must provide notice to our corporate secretary in accordance with the requirements set forth in our bylaws. The members of the nominating and corporate governance committee are Mr. Davi and Mr. Grant,Dr. Brown, each of whom is an independent director. Mr. GrantDr. Brown serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee met once during the year ended December 31, 2017.2018.

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When evaluating candidates, the nominating and corporate governance committee considers a number of attributes, including character and integrity, relevant experience, conflicts of interest, available time to devote to the role, and specific skills relevant to the position. The nominating and corporate governance committee believes that the significance of each candidate'scandidate’s background, experience, qualifications, attributes or skills must be considered in the context of the board as a whole. As a result, the nominating and corporate governance committee has not established a litmus test or quota relating to these matters that must be satisfied before an individual may serve as a director. The diversity of a candidate'scandidate’s background or experiences, when considered in comparison to the background and experiences of other members of the board, may or may not impact the nominating and corporate governance committee’s view as to the candidate. The nominating and corporate governance committee reviews candidates recommended by shareholdersstockholders according to the same criteria by which the committee reviews all other candidates.

The nominating and corporate governance committee also determines and reviews the compensation to be paid to the independent directors. It does not delegate this authority to any compensation consultants. The board of directors has adopted a written charter for its nominating and corporate governance committee. The charter is attached as Exhibit C to this proxy statement.

Board Leadership Structure

As discussed above, our board of directors consists of three members, one of whom is an interested director and two of whom are independent directors. Members of our board of directors are elected annually at our annual meeting of stockholders. We are prohibited from making loans or extending credit, directly or indirectly, to our directors or executive officers under Section 402 of the Sarbanes-Oxley Act.

Derek Taller, the Company’s chief executive officer and an interested director, serves as chairman of our board of directors. Our charter, as well as regulations governing BDCs generally, requires that a majority of the board of directors be independent directors. Our board of directors does not currently have a lead independent director. Our board of directors, after considering various factors, has concluded that its existing structure is appropriate given our current size, complexity and the types of potential conflicts of interest that may be expected to arise between us and our service providers, including FCIC Advisors.our investment adviser. In particular, our board of directors’ conclusion that the lack of a lead independent director designation is appropriate was based on the fact that the chairman of our audit committee is an independent director and serves as the contact point for our officers and service providers to raise issues requiring independent oversight.

Attendance at Board Meetings and the Annual Stockholder Meeting

The board of directors held six meetings during the fiscal year ended December 31, 2017.2018. Each of our current and former directors attended at least 75% of the aggregate total number of meetings of the board of directors held during the period for which he served as a director and of the aggregate total number of meetings held by all committees of the board of directors on which he served during the periods in which he served. The Company's policy with respectdirectors are not required, and they have specifically not been invited, to directors' attendance atattend this annual meetings of stockholders is to encourage such attendance. Two directors, constituting a majority of the board, attended last year’s annualstockholder meeting.

The Board of Directors’ Role in Risk Oversight

Through its oversight role, and indirectly through its committees, our board of directors performs a risk oversight function for us consisting of, among other things, the following activities: (1) at regular and special board of directors meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to our performance and operations; (2) reviewing and approving, as applicable, our compliance policies and procedures; (3) meeting with the portfolio management team to review investment strategies, techniques and the processes used to manage related risks; (4) meeting with, or reviewing reports prepared by, the representatives of key service providers, including our investment adviser, administrator, distributor, transfer agent, custodian and independent registered public accounting firm, to review and discuss our activities and to provide direction with respect thereto; and (5) engaging the services of our chief compliance officer to test our compliance procedures and our service providers.

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Code of Ethics

We and FCIC Advisorsour investment adviser have each adopted a code of ethics pursuant to Rule17j-1 under the 1940 Act that, among other things, establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is incorporated by reference to our registration statement. You may also read and copy our code of ethics at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202)551-8090. In addition, our code of ethics is available on the EDGAR Database on the SEC’s Internet site atwww.sec.gov.

You may also obtain a copy of our code of ethics, after paying a duplicating fee, by electronic request at the followinge-mail address:publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549.

Compensation of Directors

Our directors who do not also serve in an executive officer or interested director capacity for us, FCIC Advisorsour investment adviser or the dealer manager or who are otherwise affiliated therewith, are entitled to receive annual cash retainer fees, fees for attendingin-person board and committee meetings and annual fees for serving as a committee chairperson, determined based on our net assets as of the end of each fiscal quarter. These directors are Mr. Davi and Mr. Grant.Dr. Brown. Amounts payable under the arrangement will be determined and paid quarterly in arrears as follows:

incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.

We will not pay compensation to our directors who also serve in an executive officer or interested director capacity for us, FCIC Advisorsour investment adviser or the dealer manager or who are otherwise affiliated therewith.

Compensation of Executive Officers

Our executive officers do not receive any direct compensation from us. We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of FCIC Advisorsour investment adviser or by individuals who were contracted by us or by FCIC Advisorsour investment adviser to work on behalf of us, pursuant to the terms of the Investment Advisory and Administrative Services Agreement between the Company and FCICStHealth Capital Advisors LLC (“StHealth Advisors”) (the “Original Advisory“Advisory Agreement”). Each of our executive officers is an employee of FCIC Advisorsthe investment adviser or an outside contractor, and theday-to-day investment operations and administration of our portfolio are managed by FCICStHealth Advisors. In addition, we will reimburse FCICStHealth Advisors for our allocable portion of expenses incurred by FCICStHealth Advisors in performing its obligations under the Original Advisory Agreement, including the allocable portion of the cost of our officers and their respective staffs determined under such agreement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE “FOR” ALL OF THE NOMINEES FOR ELECTION AS DIRECTORS.

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“Audit-Related Fees” relate to fees for assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance of the audit or review of the financial statements, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews and consultation concerning financial accounting and reporting standards.

“Tax Fees” relate to fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the Internal Revenue Service and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

“All Other Fees” relate to fees for any services not included in the above-described categories.

Pre-Approval Policies and Procedures

Our Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permittednon-audit services for the Company. Any requests for audit, audit-related, tax and other services that have not received generalpre-approval must be submitted to the Audit Committee for specificpre-approval in accordance with itspre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally,pre-approval is considered at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegatepre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities topre-approve services performed by Malone Bailey LLP to management. All of the audit and permittednon-audit services described above for which RSM US LLP and Malone Bailey billed the Company for the fiscal years ended December 31, 2018 and 2017 and 2016 werepre-approved by the Audit Committee.

Audit Committee Report

The Audit Committee operates under a written charter adopted by our board of directors. The Audit Committee is currently composed of Mr. Davi and Mr. Grant.Dr. Brown. Management is responsible for the Company’s internal control over financial reporting and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with Standards of the Public Company Accounting Oversight Board (United States), and expressing an opinion on the conformity of the Company’s financial statements to U.S. generally accepted accounting principles (“GAAP”). The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is also directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm.

Review with Management

The Audit Committee has reviewed, and discussed with management, the Company’s audited financial statements. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with GAAP.

Review and Discussion with Independent Registered Public Accounting Firm

By the annual meeting the Audit Committee plans to review and discuss the Company’s audited financial statements with management and Malone Bailey, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee will discuss the results of Malone Bailey’s

15

examinations, the Company’s internal controls, and the quality of the Company’s financial reporting. The Audit Committee also will review the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s Chief Executive Officer and Chief Financial Officer that are required in periodic reports filed by the Company with the SEC.

The Audit Committee also discussed with Malone Bailey matters relating to Malone Bailey’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by the Public Company Accounting Oversight Board Accounting Standard 16 (Communication with Audit Committees). In addition, the Audit Committee has discussed with Malone Bailey its independence from management and the Company, as well as the matters in the written disclosures received from Malone Bailey and required by Public Company Accounting Oversight Board Rule 3520 (Auditor Independence). The Audit Committee received a letter from Malone Bailey confirming its independence and discussed it with them. The Audit Committee discussed and reviewed with Malone Bailey the Company’s critical accounting policies and practices, internal controls, other material written communications to management, and the scope of Malone Bailey’s audits and all fees paid to Malone Bailey during the fiscal year. The Audit Committee has adopted guidelines requiring review andpre-approval by the Audit Committee of audit andnon-audit services performed by Malone Bailey for the Company. The Audit Committee has reviewed and considered the compatibility of Malone Bailey’s performance ofnon-audit services with the maintenance of Malone Bailey’s independence as the Company’s independent registered public accounting firm.

Conclusion

Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm referred to above, the Audit Committee’s review of the Company’s audited financial statements, the representations of management and the report of Malone Bailey to the Audit Committee, the Audit Committee recommended to the board of directors that the audited financial statements as of and for the year ended December 31, 2017 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC. The Audit Committee also recommended the selection of Malone Bailey to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2018.2019.

Respectfully Submitted,

The Audit Committee

Jeff Davi

Frank Grant

Robert Brown

The material in this Audit Committee report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF MALONE BAILEY LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.2019.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have entered into the Advisory Agreement StHealth Advisors. Pursuant to the Advisory Agreement, we pay StHealth Advisors a base management fee and an incentive fee.

Allocation of StHealth Advisors’ Time

We rely on StHealth Advisors to manage ourday-to-day activities and to implement our investment strategy. StHealth Advisors and certain of its affiliates may in the future be involved with activities which are unrelated to us. As a result of these activities, StHealth Advisors, its employees and certain of its affiliates will have conflicts of interest in allocating their time between us and other activities in which they may become involved. StHealth Advisors and its employees will devote only as much of its or their time to our business as StHealth Advisors and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time. Therefore, StHealth Advisors, its personnel and certain affiliates may experience conflicts of interest in allocating management time, services and functions among us and any other business ventures in which they or any of their key personnel, as applicable, are or may become involved. This could result in actions that are more favorable to other affiliated entities than to us.

However, we believe that the members of StHealth Advisors’ senior management and the other key investment professionals have sufficient time to fully discharge their responsibilities to us and to the other businesses in which they are involved. We believe that our affiliates and executive officers will devote the time required to manage our business and expect that the amount of time a particular executive officer or affiliate devotes to us will vary during the course of the year and depend on our business activities at the given time.

Competition and Allocation of Investment Opportunities

Concurrent with our continuous offering, employees of StHealth Advisors may simultaneously provide investment advisory services to other accounts. Currently, StHealth Advisors does not engage in market transactions where order aggregation may arise, as StHealth Advisors does not presently have any client other than us but may have additional clients in the future that may have investment objectives similar to ours.

Subject to certain 1940 Act restrictions onco-investments with affiliates, StHealth Advisors may determine it appropriate for us and one or more other investment accounts managed by StHealth Advisors or any of its affiliates to participate in an investment opportunity. For example, we generally will not be permitted toco-invest with certain entities affiliated with StHealth Advisors in transactions originated by StHealth Advisors or its affiliates unless we obtain an exemptive order from the SEC. We presently do not have exemptive relief under the 1940 Act to engage in suchco-investments. Consequently, we can onlyco-invest alongside StHealth Advisors or its affiliates in accordance with existing regulatory guidance and the allocation policies of StHealth Advisors and its affiliates, as applicable. To the extent we are able to makeco-investments with investment accounts managed by StHealth Advisors or its affiliates, theseco-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in determining which investment opportunities should be presented to us and other participating accounts.

To mitigate these conflicts, StHealth Advisors will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction. If investment opportunities are not allocable among us and other clients of StHealth Advisors because only one account may partake in such an opportunity at one time, investment opportunities will be allocated on a rotational basis among all clients of StHealth Advisors, including

17

us, that are eligible to participate in such opportunities. StHealth Advisors will also utilize the allocation policies described above if weco-invest with other clients of StHealth Advisors and its affiliates in transactions where price is the only negotiated point. We are prohibited from engaging inco-investment transactions where terms other than price are to be negotiated unless we obtain exemptive relief from the SEC. There can be no assurance that if we apply for such exemptive relief, it will be granted.

Investments

As a BDC, we may be limited in our ability to invest in any portfolio company in which any fund or other client managed by StHealth Advisors or its affiliates has an investment. We may also be limited in our ability toco-invest in a portfolio company with StHealth Advisors or one or more of its affiliates. In general, we may not invest in general partnerships or joint ventures with affiliates (other than publicly registered affiliates) unless we meet several conditions, including that there are no duplicate fees to StHealth Advisors. Our ability to invest in general partnerships or joint ventures withnon-affiliates that own specific assets is also subject to several conditions, including requirements that we own a controlling interest in any entity, and that no duplicate fees are allowed to StHealth Advisors.

Appraisal and Compensation

Our charter provides that, in connection with any transaction involving a merger, conversion or consolidation, either directly or indirectly, involving us and the issuance of securities of a surviving entity after the successful completion of such transaction, or“roll-up,” an appraisal of all our assets will be obtained from a competent independent expert which will be filed as an exhibit to the registration statement registering theroll-up transaction. Such appraisal will be based on all relevant information and shall indicate the value of our assets as of a date immediately prior to the announcement of the proposedroll-up. The engagement of such independent expert shall be for the exclusive benefit of our stockholders. A summary of such appraisal shall be included in a report to our stockholders in connection with a proposedroll-up. All stockholders will be afforded the opportunity to vote to approve such proposedroll-up, and shall be permitted to receive cash in an amount of such stockholder’s pro rata share of the appraised value of our net assets.

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AVAILABLE INFORMATION

Any stockholder will be permitted access to all of our records to which they are entitled under applicable law at all reasonable times and may inspect and copy any of them for a reasonable copying charge. Under the MGCL, our stockholders are entitled to inspect and copy, upon written request during usual business hours, the following corporate documents: (i) our charter; (ii) our bylaws; (iii) minutes of the proceedings of our stockholders; (iv) annual statements of affairs; and (v) any voting trust agreements. A stockholder may also request access to any other corporate records, which may be evaluated solely in the discretion of our board of directors.

We intend to maintain an alphabetical list of the names, addresses and telephone numbers of our stockholders, along with the number of shares of our common stock held by each of them, as part of our books and records, and such list will be available for inspection by any stockholder at our office. We intend to update the stockholder list at least quarterly to reflect changes in the information contained therein, including substituted investors. In the case of assignments, where the assignee does not become a substituted investor, we will recognize the assignment not later than the last day of the calendar month following a receipt of notice assignment and required documentation. In addition to the foregoing, Rule14a-7 under the Exchange Act, provides that, upon the request of a stockholder and the payment of the expenses of the distribution, we are required to distribute specific materials to stockholders in the context of the solicitation of proxies for voting on matters presented to stockholders or provide requesting stockholders with a copy of the list of stockholders so that the requesting stockholders may make the distribution of proxies themselves. The stockholder list will be sent within ten days of receipt by us of the request, and a stockholder requesting a list may be required to pay reasonable costs of duplication. The stockholder list shall be printed in alphabetical order, on white paper and in readily readable type size (in no event smaller than10-point font). If a proper request for the stockholder list is not honored, then the requesting stockholder will be entitled to recover certain costs incurred in compelling the production of the list as well as actual damages suffered by reason of the refusal or failure to produce the list. However, a stockholder will not have the right to, and we may require a requesting stockholder to represent that it will not, secure the stockholder list or any other information for any commercial purpose of not related to the requesting stockholder’s interest in our affairs.

We are required to file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information, as well as the registration statement and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202)551-8090. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website atwww.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the followinge-mail address:publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

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SUBMISSION OF STOCKHOLDER PROPOSALS

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Our 20192020 Annual Meeting will be held in August 2019.2020. We will consider for inclusion in our proxy materials for the 20192020 Annual Meeting stockholder proposals that are received at our executive offices, in writing, no later than 5:00 p.m. (Eastern Time) on March 20, 2019,April 2, 2020, and that comply with all applicable requirements of Rule14a-8 promulgated under the Exchange Act.

Any stockholder who wishes to propose a nominee to the board of directors or propose any other business to be considered by the stockholders (other than a stockholder proposal to be included in our proxy materials pursuant to Rule14a-8 of the Exchange Act) must comply with the advance notice provisions and other requirements of our bylaws. A stockholder who intends to present a proposal at the next annual meeting, including the nomination of a director, must submit the proposal in writing to Secretary, FirstStHealth Capital Investment Corporation, 410300 Park Avenue, 14th12th Floor, New York, NY 10022, and the proposal should be received by the Company no later than March 20, 2019.April 2, 2020. In the event that the date of the 20192020 Annual Meeting of Stockholders is advanced or delayed by more than thirty (30) days from the first anniversary of the date that this proxy statement is first mailed to stockholders, a timely notice by the stockholder must be delivered no earlier than 120 days prior to the first anniversary of the notice of mailing of this information statement and not later than the close of business on the later of (i) the 90^th day prior to the date of mailing of this information statement or (ii) the tenth day following the day on which public announcement of the date of mailing of the notice for the 20192020 Annual Meeting of Stockholders is first made. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

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OTHER MATTERS TO COME BEFORE THE MEETING

The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein.

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY BY TELEPHONE OR THROUGH THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

EXHIBIT A

Comparison of Hurdle Rate and Catch-Up Fee22

NOTE: All percentages herein refer to Adjusted Capital.

EXHIBIT B

Form of Investment Advisory and Administrative Services Agreement

FORMANNUAL MEETING OF INVESTMENT ADVISORY AND

ADMINISTRATIVE SERVICES AGREEMENT

BETWEEN

FIRSTSTHEALTH CAPITAL INVESTMENT CORPORATION

AND

FCIC ADVISORS LLC

Date: July 24, 2019 Time: 8:00 A.M. EST Place: 300 Park Avenue, 12th Floor, New York, NY 10022 Please make your marks like this: Use dark black pencil or pen only Board of Directors Recommends a Vote FOR proposals 1, 2. 1: Election of Directors 01 Jeff Davi 02 Robert Brown 03 Derek Taller For Withhold Directors Recommend For 2: To ratify the appointment of Malone Bailey, LLP the Companys Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019. 3: To consider and act upon any other matters which may properly come before the Annual Meeting or any postponement or adjournment thereof. postponement or For Against Abstain For Against Abstain Authorized Signatures - This section must be completed for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certicate. If held in joint tenancy, all persons should sign.Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized ofcer signing the proxy. Please separate carefully at the perforation and return just this portion in the envelope provided. Annual Meeting of StHealth Capital Investment Advisory and Administrative Services Agreement (the “Agreement”) is madeCorporation to be held on Wednesday, July 24, 2019 for Holders as of this [___] day of [ ], 2018, by and between FIRST CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and FCIC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the CorporationJune 27, 2019 This proxy is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act” or“1940 Act”); and

WHEREAS, the Adviser is an investment adviser that has not registered as an investment adviser because of available exemptions from applicable state law; and

WHEREAS, the Adviser intends to register as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), when it is required to so register;

WHEREAS, the Corporation desires to retain the Adviser, from the date hereof and for the period set forth herein, to furnish investment advisory services to the Corporation and to provide for the administrative services necessary for the operation of the Corporation on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

(a)Retention of Adviser. The Corporation hereby appoints 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 (the “Board” or“Board of Directors”), for the period and upon the terms herein set forth:

(b)Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

(c)Power and Authority. To facilitate the Adviser’s performance of these undertakings, but subject to the restrictions contained herein, the Corporation hereby delegates to the Adviser, and the Adviser hereby accepts, the power and authoritybeing solicited on behalf of the Corporation to effectuate its investment decisions forBoard of Directors VOTED BY: inTeRneT TeLePhOne Call Go To www.proxypush.com/sTheALTh " Cast your vote online. " View Meeting Documents. OR 866-362-3421 " Use any touch-tone telephone. " Have your Proxy Card/Voting Instruction Form ready. " Follow the Corporation, includingsimple recorded instructions. mAiL OR Mark, sign and date your Proxy Card/Voting Instruction Form. Detach your Proxy Card/Voting Instruction Form. Return your Proxy Card/Voting Instruction Form in the executionpostage-paid envelope provided. The undersigned hereby appoints Derek Taller and deliveryDavid Lessen, and each or either of all documents relating tothem, as the Corporation’s investmentstrue and the placing of orders for other purchase or sale transactions on behalflawful attorneys of the Corporation. Inundersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the event that theshares of capital stock of StHealth Capital Investment Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation through one or more special purpose vehicles, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicles and to make such investments through such special purpose vehicles in accordance with the Investment Company Act.

(d)Administrative Services. Subject to the supervision, direction and control of the Board, the provisions of the Articles and Bylaws and applicable federal and state law, the Adviser shall perform, or cause to be performed by other persons, all administrative services in connection with the operation of the Corporation.

(e)Acceptance of Employment. The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein.

(f)Sub-Advisers. The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s)undersigned is entitled to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments basedvote at said meeting and any adjournment thereof upon the Corporation’s investment objectives, policiesmatters specied and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition ofupon such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation.

(g)Independent Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.

(h)Record Retention. Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request orother matters as may be required under applicable federal and state law, and shall make such records available for inspection byproperly brought before the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request and upon termination of this Agreement pursuant to Section 9, provided that the Adviser may retain a copy of such records.

The following provisions in this Section 1 shall apply for only so long as shares of common stock of the Corporation (“Common Stock”) are not listed on a national securities exchange.

(i)Administrator. The Adviser shall, upon request by an official or agency administering the securities laws of a state, province or commonwealth (an “Administrator”), submit to such Administrator the reports and statements required to be distributed to the Corporation’s stockholders pursuant to this Agreement, the Registration Statement and applicable federal and state law.

(j)Fiduciary Duty. It is acknowledged that the Adviser shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Corporation, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Corporation. The Adviser shall not, by entry into an agreement with any stockholder of the Corporation or otherwise, contract away the fiduciary obligation owed to the Corporation and the Corporation’s stockholders under common law.

2.The Corporation’s Responsibilities and Expenses Payable by the Corporation.

(a)Adviser Personnel. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Corporation.

(b)Costs. Subject to the limitations on reimbursement of the Adviser as set forth in Section 2(c) below, the Corporation, either directly or through reimbursement to the Adviser, shall bear all other costs and expenses of its operations and transactions, including (without limitation): expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Corporation’s net asset value, including the cost of any third-party pricing or valuation firms; the cost of effecting sales and repurchases of shares of Common Stock and other securities; fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent and custodial fees, fees and expenses associated with marketing efforts; federal and state registration fees; federal, state and local taxes; fees and expenses of directors not also serving in an executive officer capacity for the Corporation or the Adviser; brokerage commissions for the Corporation’s investments; costs associated with the Corporation’s chief compliance officer; costs of proxy statements, stockholders’ reports, notices and other filings; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; rent or depreciation, utilities, capital equipment or other costs of the Adviser’s own administrative items; direct costs such as printing, mailing, long distance telephone and staff costs associated with the Corporation’s reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws, including compliance with the Sarbanes-Oxley Act of 2002, as amended; fees and expenses associated with accounting, corporate governance, independent audits and outside legal costs; and all other expenses incurred by the Adviser, any Sub-Adviser or the Corporation in connection with administering the Corporation’s business, including expenses incurred by the Advisermeeting or any Sub-Adviseradjournment thereof, conferring authority upon such true and lawful attorneys to vote in performing administrative services for the Corporation and administrative personnel paid by Adviser, to the extent they are not controlling persons of the Adviser or any of its affiliates.

The following provisions in this Section 2(c) shall apply for only so long as shares of Common Stock are not listedtheir discretion on a national securities exchange.

(c)Limitations on Reimbursement of Expenses.

(d)Periodic Reimbursement. Expenses incurred by the Adviser on behalf of the Corporation and payable pursuant to this Section 2 shall be reimbursed no less than monthly to the Adviser. The Adviser shall prepare a statement documenting the expenses of the Corporation and the calculation of the reimbursement and shall deliver such statement to the Corporation prior to full reimbursement.

3.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 Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated.

(a)Base Management Fee. The Base Management Fee shall be calculated at an annual rate of 2.0% of the Corporation’s average monthly gross assets. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average monthly value of the Corporation’s gross assets during the most recently completed calendar quarter. All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in any such other quarter prior tomatters as may properly come before the occurrencemeeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEM 2. PROXY TABULATOR FOR stheALTh cAPiTAL invesTmenT cORPORATiOn P.O. BOX 8016 CARY, nc 27512-9903

Proxy sthealth capital investment corporation Annual meeting of a liquidity event (as such termstockholders July 24, 2019, 8:00 a.m. (eastern Daylight Time) This Proxy is defined in the Prospectus) as the Adviser shall determine. The Base Management Fee for any partial quarter shall be appropriately prorated.

(b)Incentive Fee. The Incentive Fee shall consistsolicited on Behalf of two parts, as follows:

For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses reimbursed to the Adviser under this Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

For purposes of this fee, “Adjusted Capital” shall mean cumulative gross proceeds generated by the Corporation from sales of shares of Common Stock (including proceeds from the Corporation’s distribution reinvestment plan) reduced for amounts paid for share repurchases pursuant to the Corporation’s share repurchase program.

The calculation of the Subordinated Incentive Fee on Interest or Dividend Income for each quarter is as follows:

4.Covenants of the Adviser.

(a)Adviser Status. The Adviser covenants that it will be registered as an investment adviser under the Advisers Act when it is required to so register and will maintain such registration until such time as its registration is no longer within the SEC’s jurisdiction under Sections 203 and 203A of the Advisers Act. The Adviser agrees to perform its duties and obligations to the Corporation and otherwise conduct its business and operations as if it were registered as an investment adviser with the SEC under the Advisers Act. The Adviser agrees that it owes the Corporation the same fiduciary duties as if it were registered as an investment adviser with the SEC 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.

The following provisions in this Section 4 shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

(b)Reports to Stockholders. The Adviser shall prepare or shall cause to be prepared and distributed to stockholders during each year the following reports of the Corporation (either included in a periodic report filed with the SEC or distributed in a separate report):

(c)Reports to Administrators. The Adviser shall, upon written request of any Administrator, submit any of the reports and statements to be prepared and distributed by it pursuant to this Section 4 to such Administrator.

(d)Reserves. In performing its duties hereunder, the Adviser shall cause the Corporation to provide for adequate reserves for normal replacements and contingencies (but not for payment of fees payable to the Adviser hereunder) by causing the Corporation to retain a reasonable percentage of proceeds from offerings and revenues.

(e)Recommendations Regarding Reviews. From time to time and not less than quarterly, the Adviser must review the Corporation’s accounts to determine whether cash distributions are appropriate. The Corporation may, subject to authorization by the Board, distribute pro rata to the stockholders funds received by the Corporation which the Adviser deems unnecessary to retain in the Corporation. In no event, however, shall funds be advanced to, or borrowed by, the Corporation for the purpose of distributions, if the amount of such distributions would exceed the Corporation’s accrued and received revenues for the previous four quarters, less paid and accrued operating costs with respect to such revenues, and costs shall be made in accordance with generally accepted accounting principles, consistently applied.

(f)Temporary Investments. The Adviser shall, in its sole discretion, temporarily place proceeds from offerings by the Corporation into short term, highly liquid investments which, in its reasonable judgment, afford appropriate safety of principal during such time as it is determining the composition and allocation of the portfolio of the Corporation and the nature, timing and implementation of any changes thereto pursuant to Section 1(b); provided however, that the Adviser shall be under no fiduciary obligation to select any such short-term, highly liquid investment based solely on any yield or return of such investment. The Adviser shall cause any proceeds of the offering of the Corporation’s securities not committed for investment within the later of two years from the initial date of effectiveness of the Registration Statement or one year from termination of the offering, unless a longer period is permitted by the applicable Administrator, to be paid as a distribution to the stockholders of the Corporation as a return of capital without deduction of Front End Fees (as defined below).

5.Brokerage Commissions, Limitations on Front End Fees; Period of Offering; Assessments.

(a)Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.

The following provisions in this Section 5 shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

(b)Limitations. Notwithstanding anything herein to the contrary:

6.Other Activities of the Adviser.

The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, so long as its services to the Corporation hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation’s portfolio companies, subject to applicable law). The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.

7.Responsibility of Dual Directors, Officers and/or Employees.

If any person who is a manager, partner, member, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the Corporation, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Corporation, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.Indemnification; Limitation of Liability.

(a)Indemnification. The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser or such other person in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings)) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, to the extent such damages, liabilities, costs and expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles or, for only as long as the shares of Common Stock are not listed on a national securities exchange, the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to time. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to the Corporation or its stockholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). As long as the shares of Common Stock are not listed on a national securities exchange, nothing in the preceding sentence shall be construed to limit the scope or applicability of Sections 8(b) and 8(c).

The following provisions in this Section 8 shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

(b)Limitations on Indemnification. Notwithstanding Section 8(a) to the contrary, the Corporation shall not provide for indemnification of the Indemnified Parties for any liability or loss suffered by the Indemnified Parties, nor shall the Corporation provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Corporation, unless all of the following conditions are met:

Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met:

(c)Advancement of Funds. The Corporation shall be permitted to advance funds to the Indemnified Party for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought and will do so if:

9.Effectiveness, Duration and Termination of Agreement.

(a)Term and Effectiveness. This Agreement shall become effective on the date first set forth above, such being the date on which this Agreement has been executed following: (1) approval of the Corporation’s Board of Directors, including approval by a vote of a majority of the Directors who are not “interested persons” (as defined in the 1940 Act) of the Adviser or the Corporation, cast in person at a meeting called for the purpose of voting on such approval; (2) the approval by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of the Corporation. Unless terminated as herein provided, this Agreement shall remain in full force and effect until the date that is two years after the effective date of this Agreement. Subsequent to such initial period of effectiveness, this Agreement shall continue in full force and effect, subject to paragraph 9(b), so long as such continuance is approved at least annually (a) by either the Corporation’s Board of Directors or by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of the Corporation and (b) in either event, by the vote of a majority of the Directors of the Corporation who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(b)Termination. This Agreement may be terminated at any time, without the payment of any penalty, by the vote of the Corporation’s Board of Directors or by the “vote of a majority of the outstanding voting securities” or by the Adviser in each case on not more than 60 days’ prior written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed to it under Section 3 through the date of termination or expiration, the provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof.

(c)Payments to and Duties of Adviser Upon Termination.

The following provisions in this Section 9 shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

(d)Other Matters. Without the approval of holders of a majority of the shares of Common Stock entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the interests of the stockholders; (ii) voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Corporation and would not materially adversely affect the stockholders; (iii) appoint a new Adviser; (iv) sell all or substantially all of the Corporation’s assets other than in the ordinary course of the Corporation’s business; or (v) cause the merger or other reorganization of the Corporation. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. The Corporation may terminate the Adviser’s interest in the Corporation’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Corporation. If the Corporation and the Adviser cannot agree upon such amount, then such amount will be determined in accordance with the then-current rules of the American Arbitration Association. The expenses of such arbitration shall be borne equally by the terminated Adviser and the Corporation. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Corporation.

10.Conflicts of Interests and Prohibited Activities.

The following provisions in this Section 10 shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

(a)No Exclusive Agreement. The Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Corporation.

(b)Rebates, Kickbacks and Reciprocal Arrangements.

(c)Commingling. The Adviser covenants that it shall not permit or cause to be permitted the Corporation’s funds to be commingled with the funds of any other entity. Nothing in this Subsection 10(c) shall prohibit the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Corporation’s funds are protected from the claims of other programs and creditors of such programs.

11.Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

12.Amendments.

This Agreement may be amended in writing by mutual consent of the parties hereto, subject to the provisions of the Investment Company Act and the Articles.

13.Entire Agreement; Governing Law.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Corporation is regulated as a BDC under the Investment Company Act and the Adviser is regulated as an investment adviser under the Advisers Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act and the Advisers Act, respectively, and any other then-current regulatory interpretations thereunder. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

[Signature Page to Investment Advisory Agreement]

Appendix A

NOTE: All percentages herein refer to Adjusted Capital.

Example 1: Subordinated Incentive Fee on Interest or Dividend Income for Each Calendar Quarter

Scenario 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.00%

Preferred return⁽¹⁾ = 0.496%

Base Management Fee⁽²⁾ = 0.5%

Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽³⁾ = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 0.30%

Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate, therefore there is no Subordinated Incentive Fee on Interest or Dividend Income payable.

Scenario 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%

Preferred return⁽¹⁾ = 0.496%

Base Management Fee⁽²⁾ = 0.5%

Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽³⁾ = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 0.55%

Subordinated Incentive Fee on Interest or Dividend Income = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)⁽⁴⁾

= 100% x (0.550% – 0.496%)

= 0.054%

Pre-Incentive Fee Net Investment Income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the Subordinated Incentive Fee on Interest or Dividend Income is 0.054%.

Scenario 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%

Preferred return⁽¹⁾ = 0.496%

Base Management Fee⁽²⁾ = 0.5%

 Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽³⁾ = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 2.8%

Catch up = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)⁽⁴⁾

Subordinated Incentive Fee on Interest or Dividend Income = 100% × “catch-up” + (20.0% × (Pre-Incentive Fee Net Investment Income – 0.619%))

Catch up = 0.619% – 0.496%

= 0.00123%

Subordinated Incentive Fee on Interest or Dividend Income = (100% × 0.00123%) + (20.0% × (2.8%-0.619%))

= 0.123% + (20.0% × 2.181%)

= 0.123% + 0.4362%

= 0.56%

Pre-Incentive Fee Net Investment Income exceeds the preferred return and fully satisfies the “catch-up” provision, therefore the Subordinated Incentive Fee on Interest or Dividend Income is 0.56%.

Example 2: Incentive Fee on Capital Gains

Scenario 1:

Assumptions

Year 1:  $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)

Year 2:  Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million

Year 3:  FMV of Investment B determined to be $25 million

Year 4:  Investment B sold for $31 million

The Incentive Fee on Capital Gains would be:

Year 1:  None

Year 2:  Incentive Fee on Capital Gains of $6 million ($30 million realized capital gains on sale of Investment A multiplied by 20.0%)

Year 3:  None → $5 million (20.0% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2)

Year 4:  Incentive Fee on Capital Gains of $200,000 → $6.2 million ($31 million cumulative realized capital gains multiplied by 20.0%) less $6 million (Incentive Fee on Capital Gains taken in Year 2)

Scenario 2

Assumptions

Year 1:  $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)

Year 2:  Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million

Year 3:  FMV of Investment B determined to be $27 million and Investment C sold for $30 million

Year 4:  FMV of Investment B determined to be $35 million

Year 5:  Investment B sold for $20 million

The capital gains incentive fee, if any, would be:

Year 1:  None

Year 2:  $5 million Incentive Fee on Capital Gains → 20.0% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B)

Year 3:  $1.4 million Incentive Fee on Capital Gains → $6.4 million (20.0% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million Incentive Fee on Capital Gains received in Year 2

Year 4:  None

Year 5:  None → $5 million (20.0% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative Incentive Fee on Capital Gains paid in Year 2 and Year 3

* The returns shown are for illustrative purposes only. No Subordinated Incentive Fee on Interest or Dividend Income is payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate. Positive returns are shown to demonstrate the fee structure and there is no guarantee that positive returns will be realized. Actual returns may vary from those shown in the examples above.

EXHIBIT C

Nominating and Corporate Governance Committee Charter

FIRST CAPITAL INVESTMENT CORPORATION

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

I.Statement of Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is a standing committee established by the Board of Directors (the “Board”) of First Capital Investment Corporation (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to:

II.Membership and Qualifications

Membership: The Committee shall consist of at least two (2) independent members of the Board. Members of the Committee shall be nominated by the Committee annually and as vacancies or newly created positions occur. Members of the Committee shall be appointed by the Board of Directors.

Qualifications: Each member of the Committee may not be an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and must meet the requirements of a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. If and when the Company lists its shares on a national securities exchange, the members of the Committee shall meet the requirements of such exchange. The Board shall annually review the Committee’s compliance with such requirements.

Chairman: Unless a Chairman is elected by the full Board, the members of the Committee may designate a Chairman by majority vote of the full Committee membership.

Resignation, Removal and Replacement: Any member of the Committee may resign from the Committee at any time upon notice of such resignation to the Company. The Board shall have the power at any time to remove a member of the Committee with or without cause, to fill all vacancies, and to designate alternate members, upon the recommendation of the Committee, to replace any absent or disqualified members.

III.Procedures

The Committee will meet at least once per year and at such additional times as may be necessary to carry out its responsibilities. The Chairman of the Committee, in consultation with the other committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter. Any two members, the Chairman of the Committee, or the Chairman of the Board and/or the Chief Executive Officer of the Company may call a meeting of the Committee whenever deemed necessary.

Action may be taken by the Committee upon the affirmative vote of a majority of the members present at the meeting if a quorum of committee members, as defined in the Company’s bylaws, is present (or where only two members are present, by unanimous vote).

The Committee may invite any member of the Board who is not a member of the Committee, officer, employee, counsel, representative of service provider or other person to attend meetings and provide information to the Committee as appropriate.

An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board.

IV.Goals, Responsibilities and Authority

In carrying out its mission, the Committee shall have direct responsibility and authority to perform the following duties:

Nominating Directors

As part of this responsibility, the Committee shall be responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other qualification requirements established by the Committee.

Board of Directors

Succession Planning for Chief Executive Officer and Other Executive Officers

Corporate Governance

Compensation to be Paid to Independent Directors of the Board

Other

In discharging its duties hereunder, the Committee shall have full access to any relevant records of the Company and shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

V.Evaluation

The Committee shall evaluate its performance on an annual basis and recommend changes to the Board as needed.

VI.Disclosure of Charter

This charter will be made available as an exhibit to the Proxy Statement filed by the Company with the Securities and Exchange Commission on July 18, 2018.

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COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.The undersigned holder of shares of First Capital Investment Corporation, a Maryland corporation (the “Company”), hereby appoints Reid MaclellanDerek Taller and David Lessen or any(the Named Proxies) and each of them as proxies for the undersigned, with full power of substitution, in eachto vote the shares of them,common stock of StHealth Capital Investment Corporation, a Maryland corporation (the Company), the undersigned is entitled to attendvote at the Annual Meeting of Stockholders (the “Meeting”)of the Company to be held at the offices of First Capital Investment Corporation, 410300 Park Avenue, 14th12th Floor, New York, NY 10022, on Wednesday, July 24, 2019 at 10:8:00 A.M., Eastern Standard Time, on August 7, 2018,a.m. (EDT) and anyall adjournments or postponements thereof, to cast on behalfthereof. The Notice of the undersigned all votes that the undersigned is entitled to cast at the Meeting and to otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned if personally present at the Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement (the termsproxy statement accompanying this letter provide an outline of each of which are incorporated by reference herein). The undersigned hereby revokes any proxy previously given with respect to the Meeting.

The votes entitledbusiness to be castconducted at the meeting. The Annual Meeting is being held for the following purposes: (i) to elect three members of the board of directors of the Company to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualied (ii) to ratify the appointment of Malone Bailey, LLP the Companys Independent Registered Public Accounting Firm for the scal year ending December 31, 2019; and (iii) to transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. The 3 directors up for re-election are: Jeff Davi, Robert Brown, and Derek Taller. The Board of Directors of the Company recommends a vote FOR all nominees for director and FOR each proposal. This proxy, when properly executed, will be cast as instructed onvoted in the reverse side. Ifmanner directed herein. if no direction is made, this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersignedproxy will be cast “FOR” Proposals 1voted FOR all nominees for director and 3, andFOR each proposal. in their discretion, the lack of instruction will have the same effect as anamed Proxies are authorized to vote “AGAINST” Proposal 2. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on anyupon such other mattermatters that may properly come before the MeetingAnnual meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (see ReveRse siDe) but you need not mark any box if you wish to vote in accordance with the Board of Directors recommendation. The named Proxies cannot vote your shares unless you sign and return this card. To attend the meeting and vote your shares in person, please mark this box. Please separate carefully at any adjournments or postponements thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

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Annual Stockholder Meeting to Be Held on August 7, 2018.

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If this proxy is properly executed, the votes entitled to be cast by the undersigned will be castportion in the manner directed by the undersigned stockholder. IF NO DIRECTION IS MADE, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” PROPOSALS 1 AND 3 AND WILL HAVE THE SAME EFFECT AS VOTES “AGAINST” PROPOSAL 2. ADDITIONALLY, the VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.envelope provided.