Exhibit 4.2


 


DISTRIBUTION REINVESTMENT PLAN 


OF 


TERRA INCOME FUND 6, INC.


 


Terra Income Fund
6, Inc., a Maryland corporation (the “Company”), hereby adopts the following plan (the “Plan”)
with respect to distributions declared by its board of directors (the “Board”) on its shares of common stock,
$0.001 par value (“Shares”):


 


1. Each stockholder
of record may enroll in the Plan by providing the Plan Administrator (as defined below) with written notice, except that a stockholder
may only participate in the Plan, and sales to a stockholder under the Plan may only occur, if the Company maintains its registration,
or an exemption from registration is available, in the stockholder’s state of residence. To enroll in the Plan, such stockholder
shall notify DST Systems, Inc., the Plan administrator and the Company’s transfer agent and registrar (or such other successor
Plan administrator as may be appointed by the Company) (the “Plan Administrator”), in writing so that such notice
is received by the Plan Administrator no later than the record date fixed by the Board for the distribution involved. If a stockholder
elects to enroll in the Plan, all distributions thereafter declared by the Board shall be payable in Shares as provided herein,
and no action shall be required on such stockholder’s part to receive a distribution in Shares. If a stockholder wishes to
receive its distributions in cash, no action is required.


 


2. Subject to the
Board’s discretion and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions
on either a semi-monthly or monthly basis or on such other date or dates as may be fixed from time to time by the Board to stockholders
of record as of the close of business on the record date for the distribution involved.


 


3. The Company shall
use newly-issued Shares to implement the Plan. The number of newly-issued Shares to be issued to a stockholder shall be determined
by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 95% of the price at which
Shares are sold in the Company’s public offering at the semi-monthly closing immediately following the distribution payment
date. No commissions or fees will be assessed on Shares issued to a stockholder under the Plan. The Company shall pay the Plan
Administrator’s fees under the Plan.


 


4. The Plan Administrator
will set up an account for Shares acquired pursuant to the Plan for each stockholder who has elected to enroll in the Plan (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. If a Participant’s
Shares are held by a broker or other financial intermediary, the Participant may “opt in” to the Plan by notifying
its broker or other financial intermediary of its election.


 


5. The Plan Administrator
will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than ten business
days after the date thereof. 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 current offering price of the Shares in effect at the time of termination.


 


6. Shares issued pursuant
to the Plan will have the same voting rights as Shares issued pursuant to the Company’s public offering. The Plan Administrator
will forward to each Participant any Company-related proxy solicitation materials and each Company report or other communication
to stockholders, and will vote any Shares held by it under the Plan in accordance with the instructions set forth on proxies returned
by Participants to the Company.


 




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7. In the event that
the Company makes available to its stockholders rights to purchase additional Shares or other securities, Shares held by the Plan
Administrator for each Participant under the Plan will be used in calculating the number of rights to be issued to the Participant.
Transaction processing may either be curtailed or suspended until the completion of any stock dividend, stock split or corporate
action.


 


8. The Plan Administrator’s
service fee, if any, and expenses for administering the Plan will be paid for by the Company. Except as otherwise described herein,
there will be no brokerage charges or other charges to stockholders who participate in the Plan.


 


9. Each Participant
may terminate his, her or its account under the Plan by filling out the transaction request form located at the bottom of the Participant’s
Plan statement and sending it to the Plan Administrator at Terra Income Fund 6, Inc., P.O. Box 219095, Kansas City, Missouri 64121-9095,
or by calling the Plan Administrator’s Interactive Voice Response System at (877) 628-8575. Such termination will be
effective immediately if the Participant’s notice is received by the Plan Administrator at least two days prior to any distribution
record date; otherwise, such termination will be effective only with respect to any subsequent 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
distribution by the Company. Upon termination, the Plan Administrator will credit the Participant’s account for the full
Shares held for the Participant under the Plan and a cash adjustment for any fractional Shares to be delivered to the Participant
without charge to the Participant. 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 brokerage 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 shall
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 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 within reasonable limits to ensure its full and timely performance
of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall
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 shall be governed by the laws of the State of Maryland.


 


March 9, 2015


 




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