Exhibit 10.5


 


FORM OF INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into this ___ day of [ ], 2016 by and between GSV Growth
Credit Fund Inc., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).


 


WHEREAS, at the request
of the Company, Indemnitee currently serves as a director or an officer of the Company and may, therefore, be subjected
to claims, suits or proceedings arising as a result of his service; and


 


WHEREAS, as an inducement
to Indemnitee to continue to serve as such director or officer, the Company has agreed to indemnify and to advance expenses and
costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law,
except as otherwise expressly provided for herein; and


 


WHEREAS, the parties
by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Indemnitee do hereby covenant
and agree as follows:


 


Section 1. Definitions. For purposes
of this Agreement: 


 


(a) “Change
of Control” shall mean the occurrence of any of the following events after the Effective Date of this Agreement:


 


(i)        the
sale or other disposition of all or substantially all of the Company’s assets; or


 


(ii)       the
acquisition, whether directly, indirectly, beneficially (within the meaning of rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) or of record, as a result of a merger, consolidation or otherwise, of
securities of the Company representing twenty percent (20%) or more of the aggregate voting power of the Company’s then-outstanding
common stock by any “person” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), including, but not
limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii) any
employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974) of the
Company or its subsidiaries, including a trust established pursuant to any such plan; or


 


(iii)      the
individuals who were members of the Company’s Board of Directors (the “Board”) as of the Effective
Date (the “Incumbent Board”) cease to constitute at least two-thirds (2/3) of the Board; provided,
however, that any director appointed by at least two-thirds (2/3) of the then Incumbent Board or nominated by at least two-thirds
(2/3) of the Nominating and Corporate Governance Committee of the Board (a majority of the members of the Nominating and Corporate
Governance Committee shall be members of the then Incumbent Board or appointees thereof), other than any director appointed or
nominated in connection with, or as a result of, a threatened or actual proxy or control contest, shall be deemed to constitute
a member of the Incumbent Board.




    	 	 	 



     


    

  


(b) “Corporate
Status” means the status of a person who is or was a director, trustee, officer, employee or agent of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person
is or was serving at the request of the Company.


 


(c) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d) “Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(e) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
or being or preparing to be a witness in a Proceeding.


 


(f) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be selected
by the Board, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred,
Independent Counsel shall be selected by Indemnitee, with the approval of the Board, which approval will not be unreasonably withheld.


 


(g) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal),
except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement or
(ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.


 


Section 2. Services by Indemnitee.
Indemnitee will serve as a director and/or an officer of the Company, as applicable. However, this Agreement shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required
by law or by other agreements or commitments of the parties, if any.


 




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Section 3. Indemnification — General.
The Company shall indemnify, and advance Expenses to, Indemnitee (i) as provided in this Agreement; and (ii) otherwise to the fullest
extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change
in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect
on the date hereof. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth
in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland
General Corporation Law (“MGCL”). Notwithstanding anything to the contrary in this Section 3 or any other
section of this Agreement, for so long as the Company is subject to the Investment Company Act of 1940, as amended, and the regulations
promulgated thereunder (the “1940 Act”), the Company shall not indemnify or advance Expenses to Indemnitee
to the extent such indemnification or advance would violate the 1940 Act.


 


Section 4. Proceedings Other Than Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4
if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending,
or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall
be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably
incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that
(i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (A) was committed in bad faith
or (B) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money,
property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct
was unlawful.


 


Section 5. Proceedings by or
in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if, by
reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 5, Indemnitee
shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connection with such Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the
matter giving rise to such a Proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty
or (ii) Indemnitee actually received an improper personal benefit in money, property or services.


 


Section 6. Court-Ordered Indemnification.
In addition to any other indemnification that may be provided under this Agreement, and notwithstanding any other provision of
this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require,
may order indemnification in the following circumstances:


 


(a) if it
determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or


 


(b) if it
determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless
of whether Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged
liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification
as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in
which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to
Expenses.


 




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Section 7. Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting
any such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful, on
the merits or otherwise, in the defense of any Proceeding, he shall be indemnified for all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 8. Advance of Expenses.
The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which
Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition
of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include
or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard
of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking
by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required
under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee
relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct
has not been met and which have not been successfully resolved as described in Section 7. For so long as the Company is subject
to the1940 Act, any advancement of Expenses shall be subject to at least one of the following as a condition of the advancement:
(i) Indemnitee shall provide a security for his or her undertaking, (ii) the Company shall be insured against losses arising by
reason of any lawful advances or (iii) a majority of a quorum of the Disinterested Directors of the Company, or Independent Counsel
in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full-trial-type inquiry),
that there is reason to believe that Indemnitee ultimately will be found entitled to indemnification. To the extent that Expenses
advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on
a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation
by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced
Expenses and without any requirement to post security therefor.


 


Section 9. Procedure for Determination
of Entitlement to Indemnification.


 


(a) To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 




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(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required
by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a
Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board (or a duly authorized committee thereof)
by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members
of the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and
hold Indemnitee harmless therefrom.


 


Section 10. Presumptions and
Effect of Certain Proceedings.


 


(a) In making
a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making of any determination contrary to that presumption.


 


(b) The termination
of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order
of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described
herein for indemnification.


 




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Section 11. Remedies of Indemnitee.


 


(a) If (i)
a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within ten days after
receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or
advance of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall not apply to a proceeding
brought by Indemnitee to enforce his rights under Section 7 of this Agreement.


 


(b) In any
judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee
is not entitled to indemnification or advance of Expenses, as the case may be.


 


(c) If a
determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification.


 


(d) In the
event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication
or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.


 


Section 12. Defense of the Underlying
Proceeding. 


 


(a) Indemnitee
shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information,
notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of
Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right,
or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless
the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely
prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.


 




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(b) Subject
to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend
Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section
12(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or
delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11 above or Section 18 below.


 


(c) Notwithstanding
the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not
be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not
be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel
approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of
such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company.
In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or
any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover
from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel
of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense
of the Company (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.


 


Section
13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance; 1940 Act.


 


(a) The rights
of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Articles of Amendment and Restatement of the Company (as amended
from time to time, the “Charter”) or the Bylaws of the Company (as amended from time to time, the “Bylaws”),
any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal.


 


(b) In the
event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 




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(c) The Company
shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as expenses
hereunder if and to the extent that (i) Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise, or (ii) for so long as the Company is subject to the 1940 Act, indemnification or payment or reimbursement
of expenses would not be permissible under the 1940 Act.


 


Section 14. Insurance. The
Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed
appropriate by the Board of the Company, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee for
service as a director or officer of the Company and covering the Company for any indemnification or advance of Expenses made by
the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company. Without in
any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee
arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties,
fines, settlements and reasonable Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance
referred to in the previous sentence.


 


Section 15. Indemnification for
Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of
his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee
is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.


 


Section 16. Duration of Agreement;
Binding Effect.


 


(a) This
Agreement shall continue until and terminate ten years after the date that Indemnitee’s Corporate Status shall have ceased;
provided, that the rights of Indemnitee hereunder shall continue until the final termination of any Proceeding then pending in
respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating thereto.


 


(b) The indemnification
and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has
ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was serving at the written request of the Company, and
shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(c) The Company
shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 




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Section 17. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 18. Exception to Right
of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled
to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (i)
the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (ii) the Company’s Bylaws, the
Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board or an agreement
approved by the Board to which the Company is a party expressly provide otherwise. In addition, notwithstanding any other provision
of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement to the extent
such indemnification or advance of Expenses would conflict with any provision of the Company’s Bylaws or the Charter, in
each case without giving effect to any non-exclusivity provision set forth in the Charter; provided, that the foregoing
restriction not apply and shall be of no force or effect if and to the extent the Company’s common stock is qualified as
a “covered security,” as such term is defined in Section 18 of the Securities Act of 1933, as amended.


 


Section 19. Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against whom enforceability
is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 20. Headings. The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


Section 21. Modification and
Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 22. Notices. All
notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii)
mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:


 


(a) If to Indemnitee,
to: the address set forth on the signature page hereto.


 


(b) If to the Company,
to:


 


GSV Growth Credit Fund Inc.


2925 Woodside Road

Woodside, CA 94062


 




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or to such other address as may have been
furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 23. Governing Law.
The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with (i) the laws of the State
of Maryland applicable to contracts formed and to be performed entirely within the State of Maryland, without regard to its conflicts
of laws rules, to the extent such rules would require or permit the application of the laws of another jurisdiction, and (ii) the
1940 Act. To the extent the applicable laws of the State of Maryland or any applicable provision of this Agreement shall conflict
with the applicable provisions of the 1940 Act, the latter shall control.


 


Section 24. Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above written.


 


	ATTEST:	 	GSV GROWTH CREDIT FUND INC.	 
	 	 	 	 
	 	 	By:	(SEAL)
	 	 	 	 	 
	 	 	Name: 	R. David Spreng	 
	 	 	Title: 	President and Chief Executive Officer	 
	 	 	 	 
	WITNESS:	 	INDEMNITEE	 
	 	 	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	Address:	 


 


[Director Indemnification Agreement]


 




    	 	 	 



     


    

 


EXHIBIT A


 


FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Directors of GSV Growth Credit Fund Inc.


 


Re: Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is
being provided pursuant to that certain Indemnification Agreement (the “Indemnification Agreement”) dated
the ___day of _______________, 20___, by and between GSV Growth Credit Fund Inc. (the “Company”) and
the undersigned Indemnitee (“Indemnitee”), pursuant to which I am entitled to advance of expenses in
connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and
not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as an officer or director of the Company, in any of the facts or events giving
rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property
or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was
unlawful.


 


In consideration of
the advance of Expenses by the Company for reasonable attorneys’ fees and related expenses incurred by me in connection with
the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding,
it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit
in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or
omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described
in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or
matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF,
I have executed this Affirmation and Undertaking on this ___day of ______________, 20___.


 


	WITNESS:	 	 	 
	 	 	 	 
	 	 	 	(SEAL)