Exhibit 10.4


 


DIVIDEND REINVESTMENT PLAN


OF 


GSV GROWTH CREDIT FUND INC.


 


Effective as of [  ], 2016


 


GSV Growth Credit
Fund Inc., a Maryland corporation (the “Company”), hereby adopts the following plan (the “Plan”)
with respect to cash dividend distributions declared by its Board of Directors on shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”).


 


1.          Unless
a stockholder specifically elects to receive cash pursuant to paragraph 4 below, all cash dividend distributions hereafter declared
by the Company’s Board of Directors shall be reinvested by the Company in the Company’s Common Stock on behalf of each
stockholder, and no action shall be required on such stockholder’s part to receive such Common Stock.


 


2.          Such
cash dividend distributions shall be payable on such date or dates (each, a “Payment Date”) 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 dividend distributions involved.


 


3.          Prior
to the initial public offering of the Common Stock that may occur, the Company intends to use primarily newly issued shares of
its Common Stock to implement the Plan. The number of shares of Common Stock to be issued to a stockholder that has not elected
to receive its dividends in cash in accordance with paragraph 4 below (each, a “Participant”) shall be
determined by dividing the total dollar amount of the distribution payable to such Participant by the net asset value per share
of the Company’s Common Stock as of the valuation date fixed by the Board of Directors for such dividend (such date, the
“Valuation Date,” and such net asset value, the “Reference NAV”). After an
initial public offering of the Common Stock, if any, (i) if the Plan is implemented through the issuance of newly issued shares
of the Common Stock, the number of shares of Common Stock to be issued to a Participant shall be determined by dividing the total
dollar amount of the distribution payable to such Participant by the market price per share of Common Stock on the relevant Valuation
Date, or (ii) if the Plan is implemented through the purchase of existing shares of Common Stock, the number of shares of Common
Stock to be issued to a Participant shall be determined by dividing the total dollar amount of the distribution payable to such
Participant by the average purchase price per share of Common Stock of all shares of Common Stock purchased with respect to that
dividend or distribution. The number of shares to be issued to a Participant pursuant to this paragraph 3 shall be rounded downward
to the nearest whole number to avoid the issuance of fractional shares, it being understood that any fractional share otherwise
issuable to a Participant but for this proviso shall instead be paid to such Participant in cash as further provided in paragraph
5 below.


 


4.          A
stockholder may elect to receive any portion of its cash dividend distributions in cash. To exercise this option, such stockholder
shall notify GSV Growth Credit LLC (the “Plan Administrator”), in writing so that such notice
is received by the Plan Administrator no later than 10 days prior to the record date fixed by the Board of Directors for the first
distribution such stockholder wishes to receive in cash. Such election shall remain in effect until the stockholder shall notify
the Plan Administrator in writing of such stockholder’s desire to change its election, which notice shall be delivered to
the Plan Administrator no later than 10 days prior to the record date fixed by the Board of Directors for the first distribution
for which such stockholder wishes its new election to take effect.


 




     


     


    

  


5.          Shares
of Common Stock issued pursuant to the Plan in connection with any cash dividend shall be issued to each Participant (i) in the
event that the applicable Reference NAV has been approved by the Company’s Board of Directors (or a committee thereof) prior
to the Payment Date of such cash dividend, on the Payment Date or (ii) otherwise, promptly upon the date such approval has been
provided by the Company’s Board of Directors. All shares of Common Stock issued pursuant to the Plan shall be issued in non-certificated
form and shall be credited to such Participant on the books and records of the Company. Cash payable to a Participant in lieu of
fractional shares pursuant to paragraph 3 shall be paid contemporaneously with the issuance of such shares in connection with such
cash dividend.


 


6.          The
Plan Administrator will confirm to each Participant each issuance of shares made to such Participant pursuant to the Plan as soon
as practicable following the date of such issuance.


 


7.          The
Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Company. There
will be no brokerage charges or other charges to stockholders who participate in the Plan.


 


8.          The
Plan may be terminated by the Company upon notice in writing mailed to each Participant at least 30 days prior to the effectiveness
of such termination.


 


9.          These
terms and conditions may be amended or supplemented by the Company at any time. Any such amendment or supplement may include an
appointment by the Plan Administrator in its place and stead of a successor agent under the terms and conditions agreed upon by
the Company, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator as agreed
to by the Company.


 


10.         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 this Plan and to comply with applicable law, but assumes no responsibility
and shall not be liable for loss or damage due to errors.


 


11.         These
terms and conditions shall be governed by the laws of the State of New York, without regard to the conflicts of law principles
thereof, to the extent such principles would require or permit the application of the laws of another jurisdiction.