Exhibit
10.4


 





DIVIDEND REINVESTMENT PLAN


OF


PRINCETON CAPITAL CORPORATION






 


Princeton
Capital Corporation, a Maryland corporation (the "Company"), hereby adopts the following plan (the "Plan")
with respect to dividends and distributions (collectively, "Cash Distributions") declared by its Board of Directors
(the "Board of Directors") on shares of its common stock (the "Common Stock").


 


		1.	Unless
                                         a stockholder specifically elects to receive cash as set forth below, all Cash Distributions
                                         hereafter declared by the Board of Directors will be payable in shares of the Common
                                         Stock of the Company, and no action will be required on such stockholder's part to receive
                                         a Cash Distribution in Common Stock.



 


		2.	Such
                                         Cash Distributions will be payable on such date or dates as may be fixed from time to
                                         time by the Board of Directors to stockholders of record at the close of business on
                                         the record date(s) established by the Board of Directors for the Cash Distribution involved.



 


		3.	The
                                         Company intends to use primarily newly issued shares of its Common Stock to implement
                                         the Plan, whether shares of its Common Stock are trading at a premium or at a discount
                                         to net asset value per share of the Common Stock. However, the Company reserves the right
                                         to instruct American Stock Transfer & Trust Company, LLC, the plan administrator
                                         (the "Plan Administrator"), to purchase shares of its Common Stock in
                                         the open market in connection with its obligations under the Plan. Such purchase will
                                         be effected through a broker-dealer selected by the Plan Administrator. The broker-dealer
                                         selected by the Plan Administrator is acting as a dealer and not in a fiduciary, agency
                                         or similar capacity (regardless of any relationship between the Plan Administrator and
                                         the fund) and may be an affiliate of the Plan Administrator. The broker-dealer may charge
                                         brokerage commissions, fees and transaction costs for such trading services ("Transaction
                                         Processing Fees"), which Transaction Processing Fees are in addition to and not
                                         in lieu of any compensation the Plan Administrator receives as Plan Administrator.



 


In
the case that newly issued shares of Common Stock are used to implement the Plan, the number of shares of Common Stock to be delivered
to a stockholder shall be determined by dividing the total dollar amount of the Cash Distribution payable to such stockholder
by 95% of the market price per share of the Common Stock at the close of trading on the date fixed by the Board of Directors for
purposes thereof. The market price per share of the Common Stock on that date will be the closing price for the shares of Common
Stock on the NASDAQ Capital Market or, if no sale is reported for such day, at the average of the electronically-reported bid
and asked prices of the shares of Common Stock. The Company reserves the right to purchase shares of Common Stock in the open
market in connection with its implementation of the Plan.


 


Shares
of Common Stock purchased in open market transactions by the Plan Administrator will be allocated to a stockholder based upon
the average purchase price, excluding any brokerage charges or other charges, of all shares of Common Stock purchased with respect
to the Cash Distribution.


 






    	 



    	 



    

 


		4.	A
                                         stockholder may, however, elect to receive his, her or its Cash Distributions in cash.
                                         To exercise this option, such stockholder will notify the Plan Administrator in writing
                                         so that such notice is received by the Plan Administrator no later than five (5) days
                                         prior to the record date fixed by the Board of Directors for the Cash Distribution involved.
                                         Such election will remain in effect until the Participant (as defined below) notifies
                                         the Plan Administrator in writing of such Participant's withdrawal of elections, which
                                         notice will be delivered to the Plan Administrator no later than five (5) days prior
                                         to the record date fixed by the Board of Directors for the Cash Distribution involved.
                                         Persons who hold their shares of Common Stock through a broker or other nominee and who
                                         wish to elect to receive any Cash Distribution in cash must contact their broker or nominee.



 


		5.	The
                                         Plan Administrator will set up an account for shares of Common Stock acquired pursuant
                                         to the Plan for each stockholder (each a "Participant"). The
                                         Plan Administrator may hold each Participant's shares, together with the shares of other
                                         Participants, in non-certificated form in the Plan Administrator's name or that of its
                                         nominee. In the case of shareholders such as banks, brokers or nominees that hold Common
                                         Stock for others who are the beneficial owners, the Plan Administrator will administer
                                         the Plan on the basis of the number of shares of Common Stock certified from time to
                                         time by the record shareholder and held for the account of beneficial owners who participate
                                         in the Plan. Upon request by a Participant, received in writing no later than five (5)
                                         days prior to the payment date, the Plan Administrator will, promptly following the Cash
                                         Distribution, instead of crediting shares to and/or carrying shares in a Participant's
                                         account, issue, without charge to the Participant, a certificate registered in the Participant's
                                         name for the number of whole shares of Common Stock payable to the Participant and a
                                         check for any fractional interest.



 


		6.	The
                                         Plan Administrator will confirm to each Participant each acquisition made pursuant to
                                         the Plan as soon as practicable but not later than ten (10) business days after the date
                                         thereof. Although each Participant may from time to time have an undivided fractional
                                         interest (computed to three decimal places) in a share of Common Stock of the Company,
                                         no certificates for a fractional share will be issued. However, Cash Distributions on
                                         fractional shares will be credited to each Participant's account. In the event of termination
                                         of a Participant's account under the Plan, the Plan Administrator will adjust for any
                                         such undivided fractional interest in cash at the market price per share of the Common
                                         Stock at the time of termination.



 


		7.	In
                                         the event that the Company makes available to its stockholders rights or warrants to
                                         purchase additional shares or other securities, the shares of Common Stock held by the
                                         Plan Administrator for each Participant under the Plan will be added to any other shares
                                         of Common Stock held by the Participant (in bookentry or certificated form) in calculating
                                         the number of rights or warrants to be issued to the Participant.



 


		8.	The
                                         Plan Administrator's service fee, if any, and expenses for administering the Plan will
                                         be paid for by the Company.



 






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		9.	Each
                                         Participant may terminate his, her or its account under the Plan by so notifying the
                                         Plan Administrator in writing or by telephone. Such termination will be effective immediately
                                         if the Participant's notice is received by the Plan Administrator not less than five
                                         (5) days prior to the record date fixed by the Board of Directors for the Cash Distribution;
                                         otherwise such termination will be effective only with respect to any subsequent Cash
                                         Distribution. The Plan may be terminated by the Company upon notice in writing mailed
                                         to each Participant at least 30 days prior to any record date for the payment of any
                                         Cash Distribution by the Company. Persons who hold their shares of Common Stock through
                                         a broker or other nominee and who wish to terminate his or her account under the Plan
                                         may do so by notifying their broker or nominee. If a Participant elects by his, her or
                                         its written notice to the Plan Administrator in advance of termination to have the Plan
                                         Administrator sell part or all of his, her or its shares and remit the proceeds to the
                                         Participant, the Plan Administrator is authorized to deduct a $15 transaction
                                         fee plus a $0.10 per share sold commission from the proceeds.



 


		10.	These
                                         terms and conditions may be amended or supplemented by the Company at any time but, except
                                         when necessary or appropriate to comply with applicable law or the rules or policies
                                         of the Securities and Exchange Commission or any other regulatory authority, only by
                                         mailing to each Participant appropriate written notice at least 30 days prior to the
                                         effective date thereof. The amendment or supplement will be deemed to be accepted by
                                         each Participant unless, prior to the effective date thereof, the Plan Administrator
                                         receives written notice of the termination of his, her or its account under the Plan.
                                         Any such amendment may include an appointment by the Plan Administrator in its place
                                         and stead of a successor agent under these terms and conditions, with full power and
                                         authority to perform all or any of the acts to be performed by the Plan Administrator
                                         under these terms and conditions. Upon any such appointment of any agent for the purpose
                                         of receiving dividends and distributions, the Company will be authorized to pay to such
                                         successor agent, for each Participant's account, all dividends and distributions payable
                                         on shares of the Company held in the Participant's name or under the Plan for retention
                                         or application by such successor agent as provided in these terms and conditions.



 


		11.	The
                                         Plan Administrator will at all times act in good faith and use its best efforts to ensure
                                         its full and timely performance of all services to be performed by it under this Plan
                                         and to comply with applicable law, but assumes no responsibility and will not be liable
                                         for loss or damage due to errors unless such error is caused by the Plan Administrator's
                                         negligence, bad faith, or willful misconduct or that of its employees or agents.



 


		12.	These
                                         terms and conditions will be governed by the laws of the State of New York. 



 


 


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