GSV CAPITAL CORP. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 17, 2013 5.25% Convertible Senior Notes due 2018Indenture • September 18th, 2013 • GSV Capital Corp. • New York
INDENTURE dated as of September 17, 2013 between GSV CAPITAL CORP., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GSV CAPITAL CORP., Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee Indenture Dated as of March 28, 2018 Providing for the Issuance of Debt Securities GSV CAPITAL CORP. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated...Indenture • July 2nd, 2020 • Suro Capital Corp. • New York
INDENTURE, dated as of March 28, 2018, between GSV CAPITAL CORP., a Maryland corporation (the “Company”), having its principal office at 2925 Woodside Road, Woodside, CA 94062, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), having its office at One Federal Street, 3rd Floor, Boston, MA 02110.
CUSTODY AGREEMENT dated as of April 19, 2023 by and between SURO CAPITAL CORP. (“Company”) and WESTERN ALLIANCE TRUST COMPANY, N.A. (“Custodian”)Custody Agreement • April 20th, 2023 • Suro Capital Corp. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of April 19, 2023 and is by and between SuRo Capital Corp. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of Maryland and WESTERN ALLIANCE TRUST COMPANY, N.A. (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
SURO CAPITAL CORPORATION $70,000,000 6.00% Notes due 2026 UNDERWRITING AGREEMENT December 9, 2021Underwriting Agreement • December 10th, 2021 • Suro Capital Corp. • New York
SuRo Capital Corporation, a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of $70,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 6.00% notes due 2026 (the “Notes”) and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule I hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of an additional $10,500,000 aggregate principal amount of the Notes (the “Option Securities”) solely to cover over-allotments, if any, in the sale of the Initial Securities. Th
6,000,000 Shares GSV CAPITAL CORP. Common Stock, $0.01 par value per Share UNDERWRITING AGREEMENTGSV Capital Corp. • May 11th, 2012 • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters named in Schedule I attached hereto, 388 Greenwich Street
FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • May 7th, 2012 • GSV Capital Corp. • New York
GSV Capital Corp., a corporation incorporated under the laws of the State of Maryland (the “Fund”), is a non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [·] shares of common stock, $0.01 par value per share (the “Firm Shares”). The Fund also proposes to sell to the several Underwriters not more than an additional [·] shares of common stock, $0.01 par value per share (the “Additional Shares”) if and to the extent that [ ], as the representative of the Underwriters named in Schedule I attached hereto (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are herein
ADMINISTRATION AGREEMENTAdministration Agreement • August 9th, 2017 • GSV Capital Corp. • New York
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”).
FORM OF INDEMNIFICATION AGREEMENT]Form of Indemnification Agreement • March 30th, 2011 • NeXt BDC Capital Corp. • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 2011, by and between NeXt Innovation Corp., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2021 • Suro Capital Corp. • California
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into this 26th day of April, 2021 (this “Agreement”) by and between SuRo Capital Corp., a Maryland corporation (the “Company”), and Allison Green (the “Executive”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2018 • GSV Capital Corp. • New York
GSV Capital Corp., a Maryland corporation (the “Company”), is a non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”). The Company proposes to issue and sell $40,000,000 aggregate principal amount of its 4.75% Convertible Notes due 2023 (the “Firm Notes”). Subject to the conditions hereinafter stated, the Company will sell the Firm Notes to BTIG, LLC (the “Underwriter”) in connection with the offer and sale of such Firm Notes.
GSV CAPITAL CORP., Issuer and Trustee First Supplemental Indenture Dated as of March 28, 2018 to Indenture Dated as of March 28, 2018 Providing for the Issuance ofFirst Supplemental Indenture • March 28th, 2018 • GSV Capital Corp. • New York
FIRST SUPPLEMENTAL INDENTURE dated as of March 28, 2018 (the “Supplemental Indenture”) between GSV CAPITAL CORP., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01) supplementing the Indenture, dated as of March 28, 2018, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
FORM OF INVESTMENT ADVISORY AGREEMENT] INVESTMENT ADVISORY AGREEMENT BETWEEN NEXT INNOVATION CORP. AND NEXT ASSET MANAGEMENT, LLCInvestment Advisory Agreement • March 30th, 2011 • NeXt BDC Capital Corp. • New York
Agreement (this “Agreement”) made this ___ day of March, 2011, by and between NEXT INNOVATION CORP., a Maryland corporation (the “Company”), and NEXT ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
SuRo Capital Corp. Amended and Restated 2019 Equity Incentive PlanRestricted Stock Award • July 2nd, 2020 • Suro Capital Corp.
This Restricted Stock Agreement (this “Agreement”) between SuRo Capital Corp., a Maryland corporation (the “Company”), and _____________ (the “Grantee”), regarding an award (“Award”) of ________ shares of Common Stock, as defined in the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan (the “Plan”), with such Award being granted to the Grantee on ______ (the “Award Date”) and such shares being referred to as the “Restricted Stock”. The number of shares of Restricted Stock granted to the Grantee under this Award shall be subject to adjustment as provided in the Plan and subject to the terms and conditions set forth in this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 1st, 2017 • GSV Capital Corp. • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 31, 2017 (“Closing Date”), by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and GSV CAPITAL CORP., a Maryland corporation (“Borrower”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GSV CAPITAL CORP. ANDInvestment Advisory Agreement • March 14th, 2013 • GSV Capital Corp. • New York
This Amended and Restated Investment Advisory Agreement (this Agreement”)made this 8th day of March, 2013, by and between GSV CAPITAL CORP. (formerly known as NEXT INNOVATION CORP.), a Maryland corporation (the “Company”), and GSV ASSET MANAGEMENT, LLC (formerly known as NEXT ASSET MANAGEMENT, LLC), a Delaware limited liability company (the “Adviser”).
PLEDGE AND ESCROW AGREEMENT by and among GSV CAPITAL CORP., as Pledgor,Pledge and Escrow Agreement • September 18th, 2013 • GSV Capital Corp. • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of September 17, 2013, is by and among GSV Capital Corp. (the “Company”), as pledgor, U.S. Bank National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”), and U.S. Bank National Association, as securities intermediary and escrow agent (in such capacities, the “Escrow Agent”). The Company and the Trustee are sometimes referred to herein, collectively, as the “Interested Parties.”
SuRo capital CORP. NOTES PURCHASE AGREEMENTNotes Purchase Agreement • August 8th, 2024 • Suro Capital Corp. • New York
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 14th, 2019 • GSV Capital Corp. • New York
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of March 12, 2019 (the “Effective Date”) by and between GSV ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Licensor”), and GSV CAPITAL CORP., a Maryland corporation (“Company”) (including any Subsequent Fund (as defined below), each a “party” and, collectively, the “parties”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Suro Capital Corp.
This Amendment No. 1 to the Second Amended and Restated Employment Agreement (this “Amendment”) is effective as of November 28, 2023, by and between SuRo Capital Corp., a Maryland corporation (the “Company”), and Mark D. Klein (the “Executive”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Suro Capital Corp.
This Amendment No. 2 to the Second Amended and Restated Employment Agreement (this “Amendment”) is effective as of November 28, 2023, by and between SuRo Capital Corp., a Maryland corporation (the “Company”), and Allison Green (the “Executive”).
FORM OF TRADEMARK LICENSE AGREEMENTForm of Trademark License Agreement • June 1st, 2011 • GSV Capital Corp. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of May 26, 2011 (the “Effective Date”) by and between GSV ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Licensor”), and GSV CAPITAL CORP., a Maryland corporation (“Company”) (each a “party,” and collectively, the “parties”).
CUSTODY AGREEMENTCustody Agreement • April 15th, 2011 • NeXt Innovation Corp. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of April 14, 2011, and is by and between NeXt INNOVATION CORP. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 2965 Woodside Road, Woodside, CA 94062, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
SUTTER ROCK CAPITAL CORP. FORM OPTION CANCELLATION AGREEMENTOption Cancellation Agreement • May 8th, 2020 • Sutter Rock Capital Corp. • Maryland
This Option Cancellation Agreement (this “Agreement”) is made and entered into as of the Effective Date, by and between the Company and the Option Holder. For purposes of this Agreement, references to “Parties” shall mean the Company and the Option Holder collectively, and references to a “Party” are intended to refer to the respective Parties individually.
SURO CAPITAL CORP. (a Maryland corporation) AMENDMENT NO. 2 TO AT-THE-MARKET SALES AGREEMENTSales Agreement • November 8th, 2024 • Suro Capital Corp.
This Amendment No. 2, dated November 8, 2024 (the “Amendment”), is to the At-the-Market Sales Agreement, dated July 29, 2019 (the “Sales Agreement”), by and among SuRo Capital Corp., a Maryland corporation (the “Company”), BTIG, LLC (“BTIG”), Citizens JMP Securities, LLC (formerly JMP Securities, LLC, and referred to as “JMP”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”).
SuRo Capital Corp. Amended and Restated 2019 Equity Incentive PlanRestricted Stock Agreement • July 2nd, 2020 • Suro Capital Corp.
This Restricted Stock Agreement (this “Agreement”) between SuRo Capital Corp., a Maryland corporation (the “Company”), and _____________ (the “Grantee”), a non-employee director of the Company or one of its subsidiaries, regarding an award (“Award”) of ________ shares of Common Stock, as defined in the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan (the “Plan”), with such Award being granted to the Grantee on ______ (the “Award Date”) and such shares being referred to as the “Restricted Stock”. The number of shares of Restricted Stock granted to the Grantee under this Award shall be subject to adjustment as provided in the Plan and subject to the terms and conditions set forth in this Agreement.
CONSULTING AGREEMENTConsulting Agreement • March 14th, 2019 • GSV Capital Corp. • California
This Consulting Agreement (this “Agreement”) is entered into effective as of March 12, 2019 (the “Effective Date”), between GSV Capital Corp. (the “Company”), a Maryland corporation, and Michael T. Moe (“Consultant”), a resident of California.
FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENTIndenture • March 28th, 2018 • GSV Capital Corp. • New York
This First Amendment and Consent to Loan and Security Agreement is entered into as of March 22, 2018 (the “Amendment”), by and between WESTERN ALLIANCE BANK (“Bank”) and GSV CAPITAL CORP. (“Borrower”).
SURO CAPITAL CORP. (a Maryland corporation) AMENDMENT NO. 1 TO AT-THE-MARKET SALES AGREEMENTMarket Sales Agreement • September 23rd, 2020 • Suro Capital Corp.
DOCUMENT CUSTODY AGREEMENTAgreement • November 1st, 2022 • Suro Capital Corp. • New York
This DOCUMENT CUSTODY AGREEMENT is made and entered into as of October 28, 2022 by and between SuRo Capital Corp. (the “Company”), a corporation organized under the laws of the State of Maryland, and U.S. Bank National Association, a national banking association, organized under the laws of the United States, as document custodian (the “Document Custodian”).
SECOND SUPPLEMENTAL INDENTURE between SURO CAPITAL CORP. and as Trustee Dated as of December 17, 2021Indenture • December 17th, 2021 • Suro Capital Corp. • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 17, 2021, is between SuRo Capital Corp., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 7th, 2014 • GSV Capital Corp. • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 31, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GSV CAPITAL CORP., a Maryland corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
At-the-market SALES AGREEMENTSales Agreement • August 3rd, 2020 • Suro Capital Corp. • New York
GSV Asset Management, LLCAdvisory Agreement • February 5th, 2018 • GSV Capital Corp.
Reference is hereby made to the Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”), dated March 8, 2013, by and between GSV Capital Corp. (the “Company”) and GSV Asset Management, LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement.
