Exhibit 10.1


 


SECOND AMENDED AND RESTATED


 


ADMINISTRATION AGREEMENT


 


This Second Amended and
Restated Administration Agreement (this “Agreement”) is made as of April 3, 2017 by and between GSV CAPITAL
CORP., a Maryland corporation (the “Company”), and GSV Capital
Service Company, LLC, a Delaware limited liability company (the “Administrator”).


 


WITNESSETH:


 


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


 


WHEREAS, on April 11, 2011,
the Company and the Administrator entered into an Administration Agreement pursuant to which the Administrator agreed to provide
administrative services to the Company (the “Initial Administration Agreement”); and


 


WHEREAS, on March 8, 2013,
the Company and the Administrator entered into an Amended and Restated Administration Agreement pursuant to which the Administrator
agreed to provide administrative services to the Company (the “Amended and Restated Administration Agreement”);
and


 


WHEREAS, each of the Company
and the Administrator desires to amend and restate the Amended and Restated Administration Agreement in its entirety.


 


NOW, THEREFORE, in consideration
of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:


 


		1.	Duties of the Administrator



 


(a)          Employment
of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange
for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall
control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions
set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange
for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses
provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and
shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way
or otherwise be 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
operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office
facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator,
subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, 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 or desirable. The Administrator
shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect
to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein
shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating
to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to
the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain,
and under the Investment Company Act, shall prepare, print and disseminate reports to stockholders, and reports and other materials
filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide on the
Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide
such assistance. In addition, the Administrator will assist the Company in determining and publishing the Company’s net asset
value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s
expenses and the performance of administrative and professional services rendered to the Company by others.


 


		2.	Records



 


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


 


		3.	Confidentiality



 


The parties hereto agree
that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the
other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal
information (regulated pursuant to Regulation S-P and S-AM), shall be used by any other party hereto solely 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 to any information
that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement,
or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial
or administrative process or otherwise by applicable law or regulation.


 






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		4.	Compensation; Allocation of Costs and Expenses



 


In full consideration of
the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred
by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such
reimbursements shall be presented for review, on not less than a quarterly basis, to the members of the audit committee of the
Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of
the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred
in its operation, administration and transactions and not specifically assumed by GSV Asset Management, LLC (the “Adviser”),
pursuant to that certain Investment Advisory Agreement, dated as of April 11, 2011 by and between the Company and the Adviser,
and the amendment and restatement thereof, dated as of March 8, 2013. Costs and expenses to be borne by the Company include, but
are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the
cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents,
consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services,
monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable
on debt, if any, incurred to finance the Company’s investments; sales and purchases of the Company’s common stock and
other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable
to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;
transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s
shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing
and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders,
including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions
liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses
incurred by the Company or the Administrator in connection with administering the Company’s business, including payments
under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations
under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s president, chief
compliance officer and chief financial officer and their respective staffs.


 






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		5.	Limitation of Liability of the Administrator; Indemnification



 


The Administrator (and
its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with
the Administrator, including without limitation its sole member, the Adviser to the extent that they are providing services for
or otherwise acting on behalf of the Administrator, Adviser or the Company) shall not be liable to the Company for any action taken
or omitted to be taken by the Administrator in 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, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator,
including without limitation the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified
Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable
attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending,
threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the
Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties
or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this
Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle
or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security
holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties
and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment
Company Act and any interpretations or guidance by the SEC or its staff thereunder).


 


6.          Activities
of the Administrator


 


The services of the Administrator
to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others.
It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator
and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator
and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or
may become similarly interested in the Company as stockholders or otherwise.


 


7.          Duration
and Termination of this Agreement


 


(a)          This
Agreement shall become effective as of the first date above written. The provisions of Section 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. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Administrator shall
be entitled to any amounts owed under Section 4 through the date of termination or expiration and Section 5 shall continue in force
and effect and apply to the Administrator and its representatives as and to the extent applicable. This Agreement shall continue
in effect for two years from the date of the Initial Administration Agreement, and thereafter shall continue automatically for
successive annual periods, provided that such continuance is specifically approved at least annually by:


 






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(i)          the
vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and


 


(ii)         the
vote of a majority of the Company’s Directors who are not parties to this Agreement or “interested persons” (as
such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements
of the Investment Company Act.


 


(b)          The
Agreement may be terminated at any time, without the payment of any penalty, upon not more than 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 the Administrator.


 


(c)          This
Agreement may not be assigned by a party without the consent of the other party. The provisions of Section 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.	Amendments of this Agreement



 


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


 


		9.	Governing Law



 


This Agreement shall be
construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To
the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment
Company Act, the latter shall control.


 


		10.	Entire Agreement



 


This Agreement contains
the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject
matter hereof.


 


		11.	Notices



 


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


 


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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first above written.


 


	
         
	GSV CAPITAL CORP.
	 	 	 
	 	By:	/s/ Michael T. Moe
	 	 	Name: Michael T. Moe
	 	 	Title: Chief Executive Officer
	 	 	 
	 	GSV CAPITAL SERVICE COMPANY, LLC
	 	 	 
	 	By:	/s/ Michael T. Moe
	 	 	Name:  Michael T. Moe
	 	 	Title: Managing Member


 


[Second Amended and Restated
Administration Agreement]


 








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