Exhibit 10.2


 


FORM OF INDEMNIFICATION AGREEMENT


 


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of the 1st day of May, 2022, by and between Terra Income Fund 6, Inc., a Maryland corporation (the “Company”),
and _________________________ (“Indemnitee”).


 


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


 


WHEREAS, as an inducement to Indemnitee to serve
or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee
in connection with any such claims, suits or proceedings; 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, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.            Definitions.
For purposes of this Agreement:


 


(a)         “Applicable
Legal Rate” means a fixed rate of interest equal to the applicable federal rate for mid-term debt instruments as of the day that
it is determined that Indemnitee must repay any advanced expenses.


 


(b)         “Change
in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether
or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if, after the Effective Date, (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of
the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval
of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such
percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other
reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of
which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of
the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not
individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for
election by the Company’s stockholders was approved or recommended (1) by the affirmative vote of at least two-thirds of the
directors then in office who were directors as of the Effective Date or (2) by a committee of the Board of Directors consisting of
at least two-thirds of the directors then in office who were directors as of the Effective Date or, in the case of clause (1) or
(2), whose election or nomination for election was previously so approved or recommended.


 






     


     


    

 


(c)         “Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the
Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without limiting
the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the
request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise (A) of which a
majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (B) the management of which is
controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated
entities, Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its participants or beneficiaries,
including as a deemed fiduciary thereof.


 


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


 


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


 


(f)          “Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs,
arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from
any Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond
or other appeal bond or its equivalent.


 


(g)         “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
(other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification
agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification
or advance of Expenses 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.


 






    -2-


     


    

 


(h)         “Investment
Company Act” means the Investment Company Act of 1940, as amended.


 


(i)         “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed
on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably
believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a
Proceeding.


 


Section 2.            Services
by Indemnitee. Indemnitee serves or will serve as a director or officer of the Company. However, this Agreement shall not impose
any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not
be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.            General. Subject to the limitations in Section 5, the Company shall indemnify, and advance Expenses to, Indemnitee (a) as
provided in this Agreement and (b) as otherwise permitted by Maryland law in effect on the Effective Date 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 Effective Date. Subject to the limitations in Section 5, 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 the Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418
of the MGCL.


 


Section 4.            Standard
for Indemnification. Subject to the limitations in Section 5, if, by reason of service in Indemnitee’s Corporate Status, Indemnitee
is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties,
fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with any such Proceeding unless it is established by clear and convincing evidence that (a) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 






    -3-


     


    

 


Section 5.            Certain
Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be
entitled to:


 


(a)         indemnification for any loss or liability
unless all of the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused
the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for
the Company; (iii) such loss or liability was not the result of (A) gross negligence or willful misconduct in the case of an
Indemnitee who is an independent director of the Company or (B) negligence or misconduct in the case of an Indemnitee who is not an
independent director of the Company; and (iv) such indemnification is recoverable only out of the Company’s net assets and not
from the Company’s stockholders;


 


(b)        indemnification for any loss or liability
arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i)
there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to
Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee;
or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of
the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of
the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in
which securities of the Company were offered or sold as to indemnification for violations of securities laws;


 


(c)         indemnification
hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding
not subject to further appeal, to be liable to the Company;


 


(d)         indemnification
hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis
that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee,
whether or not involving action in Indemnitee’s Corporate Status; or


 


(e)         indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification
under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s
charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors
or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.


 


Section 6.            Court-Ordered Indemnification. Subject to the limitations in Section 5(a) and (b), a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the
following circumstances:


 


(a)         if
such court determines that 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 such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not 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 without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii)
of the MGCL.


 






    -4-


     


    

 


Section 7.            Indemnification
for Expenses of an Indemnitee Who is Wholly or Partially Successful. Subject to the limitations in Section 5, to the extent that
Indemnitee was or is, by reason of service in Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant
in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee
for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 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 Indemnitee or on Indemnitee’s behalf in connection with each such 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 for Indemnitee. If, by reason of service in Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement
to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with (a) such Proceeding which
is initiated by a third party who is not a stockholder of the Company or (b) such Proceeding which is initiated by a stockholder of the
Company acting in his or her capacity as such and for which a court of competent jurisdiction specifically approves such advancement,
and which relates to acts or omissions with respect to the performance of duties or services on behalf of the Company. The Company shall
make such advance or advances of incurred Expenses within ten days after the receipt by the Company of a statement or statements requesting
such advance from time to time, whether prior to or after final disposition of such Proceeding, which advance may be in the form of,
in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf
of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for
Indemnitee’s payment of such Expenses. 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 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 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.


 






    -5-


     


    

 


Section 9.            Indemnification and Advance of Expenses as a Witness or Other Participant. Subject to the limitations in Section 5, to
the extent that Indemnitee is or may be, by reason of service in Indemnitee’s Corporate Status, made a witness or otherwise asked
to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee
shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or
indemnification 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. In connection with any such advance of Expenses, the Company may require Indemnitee
to provide an affirmation and undertaking substantially in 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 execution thereof.


 


Section 10.         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 or appropriate to determine whether
and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at
such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request
from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee
has requested indemnification.


 


(b)        Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, 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 in Control has occurred,
by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent
Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL,
which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by the Board of Directors
by a majority vote of a quorum consisting of the Disinterested Directors or by a majority vote of a committee of the Board of Directors
consisting of one or more Disinterested Directors designated to act in the matter by a majority vote of the Disinterested Directors,
(B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved
by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board
of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of
the Company, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to
indemnification, the Company shall make payment to Indemnitee 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 or appropriate to such
determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section
10(b). Any 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.


 


(c)        The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 






    -6-


     


    

 


Section 11.          Presumptions
and Effect of Certain Proceedings.


 


(a)        In
making any determination with respect to entitlement to indemnification hereunder, the person or persons (including any court having
jurisdiction over the matter) 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 10(a) of this Agreement, and the Company shall
have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption.


 


(b)        The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of
nolo contendere or its equivalent, or 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.


 


(c)        The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real
estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall
not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


Section 12.         Remedies
of Indemnitee.


 


(a)        If
(i) a determination is made pursuant to Section 10(b) 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 or 9 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 or 9 of this Agreement
within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other
section of this Agreement or the charter or Bylaws of the Company 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 located in the State
of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses.
Indemnitee shall commence a 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 12(a); provided, however, that the foregoing
clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of this Agreement.
Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






    -7-


     


    

 


(b)        In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification
or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is
not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration
pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of
this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound
by all of the provisions of this Agreement.


 


(c)        If
a determination shall have been made pursuant to Section 10(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 12, 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 that was not disclosed in connection with the determination.


 


(d)        In
the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration
to enforce Indemnitee’s 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 Indemnitee 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.


 


(e)         Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with
either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Section 8 or 9 of this
Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement to indemnification
under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.


 






    -8-


     


    

 


Section 13.          Defense
of the Underlying Proceeding.


 


(a)        Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or
other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall
include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. 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.


 


(b)        Subject
to the provisions of the last sentence of this Section 13(b) and of Section 13(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 days following receipt of notice of any such Proceeding under Section 13(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 with respect to Indemnitee which (i) includes
an admission of fault of Indemnitee, (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, or (iii) would
impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought
by Indemnitee under Section 12 of this Agreement.


 


(c)        Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of service in 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 or delayed, that Indemnitee 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 or delayed, 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 approval shall not be unreasonably withheld or delayed, 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 approval shall not be unreasonably withheld or delayed, at the expense of
the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.


 






    -9-


     


    

 


Section 14.           
Non-Exclusivity; Survival of Rights; Subrogation.


 


(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 charter or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, 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 Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with
respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every
other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy
hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(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.


 


Section 15.           
Insurance.


 


(a)          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 Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of service in
Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee
for any claims made against Indemnitee by reason of service in Indemnitee’s Corporate Status. In the event of a Change in Control,
the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company
immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance
broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring
policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance
carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating
that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the
Company be required to expend in the aggregate in excess of 300% of the annual premium or premiums paid by the Company for directors and
officers liability insurance in effect on the date of the Change in Control. In the event that 300% of the annual premium paid by the
Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to
that amount to purchase such lesser coverage as may be obtained with such amount.


 






    -10-


     


    

 


(b)          Without
in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which
would otherwise be indemnifiable hereunder 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 Expenses incurred by Indemnitee in connection with a Proceeding over the
coverage of any insurance referred to in Section 15(a). The purchase, establishment and maintenance of any such insurance shall not in
any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or obligations
of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies.


 


(c)          Indemnitee
shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.


 


Section 16.           
Coordination of Payments; Investment Company Act. Notwithstanding any other provision of this Agreement, 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 (a) Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement
or otherwise or (b) for so long as the Company is subject to the Investment Company Act, indemnification or payment or reimbursement of
expenses would not be permissible under the Investment Company Act, whether pursuant to Section 17(h) thereunder or otherwise.


 


Section 17.           
Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to
Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of
Section 5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts
paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the
Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


Section 18.          
Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the
payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding
by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment
of any such indemnification or advance of Expenses or prior to such meeting.


 


Section 19.           
Duration of Agreement; Binding Effect.


 


(a)          This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a
director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal
thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(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, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 






    -11-


     


    

 


(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.


 


(d)         The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific
performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver,
a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.


 


Section 20.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be
invalid, void, illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall not in
any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
void, illegal or otherwise unenforceable, that is not itself invalid, void, illegal or otherwise unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


Section 21.          Counterparts. This Agreement may be executed in one or more counterparts (delivery of which may be by facsimile or via e-mail
as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not be necessary
in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. One such counterpart
signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 22.          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 23.         
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, unless otherwise expressly stated, shall such waiver constitute a continuing
waiver.


 






    -12-


     


    

 


Section 24.          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, on the day of such delivery, 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:


 


Terra Income Fund 6, Inc.


550 Fifth Avenue, 6th Floor


New York, New York 10036


Attn: General Counsel


 


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




 


Section 25.          
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland,
without regard to its conflicts of laws rules.


 


[SIGNATURE PAGE FOLLOWS]


 






    -13-


     


    

 


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


 





	 	TERRA
    INCOME FUND 6, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	INDEMNITEE
	 	 
	 	Name:
	 	Address:


 






    -14-


     


    

 


EXHIBIT A


 


AFFIRMATION AND
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of Terra Income Fund 6, Inc.


 


Re: Affirmation and Undertaking


 


Ladies and Gentlemen:


 


This Affirmation and Undertaking is being provided
pursuant to that certain Indemnification Agreement, dated the _____ day of _______________, 2022, by and between Terra Income Fund 6,
Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
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 service
in my Corporate Status. I hereby affirm my good faith belief that at all times, insofar as I was involved as a director or officer of
the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate
dishonesty, (2) did not receive any improper personal benefit in money, property or services, (3) in the case of any criminal
proceeding, had no reasonable cause to believe that any act or omission by me was unlawful, (4) was acting on behalf of or performing
services for the Company, (5) acted in the best interests of the Company and (6) [did not act with gross negligence or engage in willful
misconduct][did not act with negligence or engage in misconduct] [Use first bracketed alternative for independent directors and second
bracketed alternative for all other indemnitees.].


 


In consideration of the advance by the
Company for 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, (2) I
actually received an improper personal benefit in money, property or services, (3) in the case of any criminal proceeding, I
had reasonable cause to believe that the act or omission was unlawful, (4) an act or omission by me (a) was not in service of the
Company, (b) was not in the best interests of the Company or (c) [constituted gross negligence or willful misconduct]
[constituted negligence or misconduct] [Use first bracketed alternative for independent directors and second bracketed
alternative for all other indemnitees.] or (5) in the case of any alleged federal or state securities law violation by me,
(a) there was not a successful adjudication on the merits of each count involving alleged material securities law violations, (b)
such claims were not dismissed with prejudice on the merits by a court of competent jurisdiction or (c) a court of competent
jurisdiction, which had been advised of the position of the Securities and Exchange Commission and of the published position of any
state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations
of securities laws, did not approve a settlement of such claims and find that indemnification of the settlement and related costs
should be made, then I shall promptly reimburse the portion of the Advanced Expenses, together with the Applicable Legal Rate of
interest thereon, relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been
established.


 






     


     


    

 


IN WITNESS WHEREOF, I have executed this Affirmation
and Undertaking on this _____ day of _______________, 20____.


 


 


	 	Name:



 






    A-2