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**Exhibit 10.4**

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**ADMINISTRATION AGREEMENT** 

**BETWEEN** 

**SILVER SPIKE INVESTMENT CORP.** 

**AND** 

**SILVER SPIKE CAPITAL, LLC**

 

This Administration Agreement (this “***Agreement***”)is made this 27th day of July, 2021, by and between Silver Spike Investment Corp., a Maryland corporation (the “***Company***”),and Silver Spike Capital, LLC, a Delaware limited liability company (the “***Administrator***”).

 

**WHEREAS**, the Company is a closed-end managementinvestment company that has elected to be treated as a business development company (“***BDC***”) under the InvestmentCompany Act of 1940, as amended (the “***Investment Company Act***”); and

 

**WHEREAS**, the Company desires to retain theAdministrator to provide administrative services to the Company in the manner and on the terms and conditions hereinafter set forth, andthe Administrator desires to be retained to provide such services;

 

**NOW, THEREFORE**, in consideration of thepremises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is herebyacknowledged, the parties hereby agree as follows:

 

**1.**       **Duties ofthe Administrator.**

 

(a)       Employmentof Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrangefor others to furnish, the administrative services, personnel and facilities described herein, subject to review by and the overall controlof the Board of Directors of the Company (the “***Board***”), for the period and upon the terms and conditions hereinset forth. The Administrator hereby accepts such employment, and agrees during the term hereof to render, or arrange for the renderingof, the services described herein, and to assume the obligations herein set forth, subject to the reimbursement of costs and expensesprovided for herein. The Administrator and such others shall, for all purposes herein provided, be deemed to be independent contractorsand, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwisebe deemed agents of the Company.

 

(b)       Services.The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operationof the Company. Without limiting the generality of the foregoing, to the extent the Company so requires, the Administrator shall providethe Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other servicesas the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligationsunder this Agreement. The Administrator may also, on behalf of the Company, conduct relations and negotiate agreements with custodians,trustees, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters,brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary ordesirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendationswith respect to such other aspects of the business and affairs of the Company, in each case, as it shall determine to be desirable oras reasonably requested by the Board; provided that nothing herein shall be

 

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construed to require the Administrator to, and the Administrator shallnot, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities andother assets that the Company should purchase, retain or sell, or any other investment advisory services to the Company. The Administratorshall provide portfolio collections functions for interest income, fees and warrants, and be responsible for the financial and other recordsthat the Company is required to maintain, and shall prepare, print and disseminate reports to stockholders, and reports and other materialsfiled with the Securities and Exchange Commission (the “***SEC***”). The Administrator may provide on the Company’sbehalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. Inaddition, the Administrator will assist the Company in determining and publishing the Company’s net asset value, overseeing thepreparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses, and theperformance of administrative and professional services rendered to the Company by others.

 

(c)       Sub-Administrators.The Administrator is hereby authorized to enter into one or more sub-administration agreements with other administrators (each, a “***Sub-Administrator***”)pursuant to which the Administrator may obtain the services of the Sub-Administrator(s) to assist the Administrator in fulfilling itsresponsibilities hereunder, subject to the oversight of the Administrator and the Company. The Administrator, and not the Company, shallbe responsible for any compensation payable to any Sub-Administrator. Any sub-administration agreement entered into by the Administratorshall be in accordance with the requirements of the Investment Company Act, if any, and other applicable federal and state law.

 

**2.**       **Records.**

 

The Administrator agrees to maintain and keep allbooks, accounts and other records of the Company that relate to activities performed by the Administrator hereunder, and will maintainand keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3under the Investment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remainthe property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the terminationof the Agreement, or otherwise on written request. The Administrator further agrees that all records that it maintains for the Companypursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the InvestmentCompany Act, unless any such records are earlier surrendered, as provided above. Records shall be surrendered in usable machine-readableform. The Administrator shall have the right to retain copies of such records, subject to observance of its confidentiality obligationsunder this Agreement.

 

**3.**       **Confidentiality.**

 

All confidential information provided by a partyhereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other party heretosolely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement,shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable toany information that is publicly available when provided, or thereafter becomes publicly available, other than through a breach of thisAgreement, or that is required to be disclosed to any regulatory or legal authority, or legal counsel of the parties hereto, by judicialor administrative process, or otherwise by applicable law or regulation.

 

**4.**       **Compensation;Allocation of Costs and Expenses.**

 

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In full consideration of the provision of the servicesof the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performingits obligations and providing personnel and facilities hereunder (including costs and expenses incurred by the Administrator in connectionwith the delegation of its obligations hereunder to any Sub-Administrator), it being understoodand agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, dated as of July 27, 2021, as maybe amended from time to time (the “***Investment Advisory Agreement***”) by and between the Company and the Administrator(the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “***Adviser***”),the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (includingrent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation, administrationand transactions, and not specifically assumed by the Adviser pursuant to the Investment Advisory Agreement. Costs and expenses to beborne by the Company include, but are not limited to, those relating to: the cost of its organization and any offerings; the cost of calculatingits net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of itscommon stock and other securities; fees and expenses payable under any underwriting agreements, if any; debt service and other costs ofborrowings or other financing arrangements; costs of hedging; expenses, including travel expenses, incurred by the Adviser, or membersof the investment team, or payable to third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcingthe Company’s rights; costs, including legal fees, associated with compliance under cannabis laws; transfer agent and custodialfees; fees and expenses associated with marketing efforts; federal and state registration fees; any stock exchange listing fees and feespayable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including travel expenses;costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or otherregulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionalsresponsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (includingprinting and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparationof the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelitybond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration,including printing, mailing and staff; fees and expenses associated with independent audits, and outside legal and consulting costs; costsof winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assetsfor tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and complianceobligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrarycontained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by theAdviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (basedon a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company).

 

**5.**       **Limitationof Liability of the Administrator; Indemnification.**

 

The Administrator (and its officers, managers,partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other personor entity affiliated with the Administrator, shall not be liable to the Company for any action taken or omitted to be taken by the Administratorin connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company,and the Company shall indemnify, defend and protect the Administrator (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 Administrator,each of whom shall be deemed a third party beneficiary hereof) (collectively, the “***Indemnified Parties***”) andhold them harmless from

 

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and againstall damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurredby the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (includingan action or suit by or in the right of the Company or its security holders) arising out of, or otherwise based upon, the performanceof any of the Administrator’s duties or obligations under this Agreement, or otherwise as administrator for the Company. Notwithstandingthe preceding sentence of this Paragraph 5 to the contrary, nothing contained herein shall protect or be deemed to protect the IndemnifiedParties against, or entitle or be deemed to entitle the Indemnified Parties to, indemnification in respect of any liability to the Companyor its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or grossnegligence in the performance of the Administrator’s duties, or by reason of the reckless disregard of the Administrator’sduties and obligations under this Agreement.

 

**6.**       **Other Activitiesof the Administrator.**

 

The services of the Administrator to the Companyare not exclusive, and the Administrator, and each of its affiliates, may engage in any other business or render similar or differentservices to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interestedin the Administrator and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, andthat the Administrator and directors, officers, employees, partners, stockholders, members and managers of the Administrator and its affiliatesare, or may become, similarly interested in the Company as stockholders or otherwise.

 

**7.**       **Effectiveness,Duration and Termination of Agreement.**

 

This Agreement shall become effective as of thefirst date above written. This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automaticallyfor successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Board,or by the vote of a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Company’sdirectors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of theInvestment Company Act) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board, or by theAdministrator. This Agreement may not be assigned by a party without the consent of the other party; provided, however, that the Administrator’sdelegation of its obligations hereunder to any Sub-Administrator shall not constitute an assignment of this Agreement. The provisionsof Paragraph 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof,notwithstanding any termination of this Agreement.

**8.**       **Notices.**

 

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

 

**9.**       **Amendments.**

 

This Agreement may be amended pursuant to a writteninstrument by mutual consent of the parties.

 

**10.**       **Entire Agreement;Governing Law.**

 

ThisAgreement, the Investment Advisory Agreement and that certain License Agreement, dated as of July27, 2021, as may be amended from time to time, by and between the Company and the Administrator, in its capacity as licensor, containthe entire agreement of the parties and supersede all prior agreements, understandings and arrangements with respect to the subject matterhereof and thereof. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisionsof the Investment Company Act, if any. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflictwith the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of anydispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courtsof the State of New York in the county of New York, and of the U.S. District Court for the Southern District of New York.

 

**11.	No Third-Party Beneficiary.**

 

Other than expressly provided for in Paragraph5 of this Agreement, this Agreement does not, and is not intended to, confer any rights or remedies upon any person other than the partiesto this Agreement; there are no third-party beneficiaries of this Agreement, including, but not limited to, stockholders of the Company.

 

**12.       Severability.**

 

Every term and provision of this Agreement is intendedto be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforcedto the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainderof this Agreement.

 

**13.       Counterparts.**

 

This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. Eitherparty may deliver an executed copy of this Agreement, and of any documents contemplated hereby, by facsimile or other electronic transmissionto the other party, and such delivery shall have the same force and effect as any other delivery of a manually signed copy of this Agreementor of such other documents.

 

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