Runway Growth Credit Fund Inc. Sample Contracts

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CUSTODY AGREEMENT dated as of December 16, 2016 by and among GSV GROWTH CREDIT FUND INC. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian” and “Document Custodian”)
Custody Agreement • December 19th, 2016 • GSV Growth Credit Fund Inc. • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of November , 2016, and is by and between GSV GROWTH CREDIT FUND INC. (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 2925 Woodside Road, Woodside, CA 94062, U.S. BANK NATIONAL ASSOCIATION (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston MA 02110 and the Custodian in its capacity as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 12th, 2016 • GSV Growth Credit Fund Inc. • Maryland

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”).

RUNWAY GROWTH FINANCE CORP. (a Maryland corporation)
Underwriting Agreement • December 1st, 2022 • Runway Growth Finance Corp. • New York

Runway Growth Finance Corp., a Maryland corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Oppenheimer & Co. Inc. is acting as representative (in such capacity, the “Representative”) $45,000,000 aggregate principal amount of 8.00% Notes due 2027 (the “Notes”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 19th, 2016 • GSV Growth Credit Fund Inc. • New York

This Administration Agreement (“Agreement”) is made as of December 15, 2016 by and between GSV GROWTH CREDIT FUND INC., a Maryland corporation (the “Company”), and GSV CREDIT Service Company, LLC, a Delaware limited liability company (the “Administrator”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • September 24th, 2021 • Runway Growth Finance Corp. • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of September 23, 2021 (the “Effective Date”) by and between RUNWAY GROWTH CAPITAL LLC, a Delaware limited liability company (the “Licensor”), and RUNWAY GROWTH FINANCE CORP., a Maryland corporation (“Company”) (each a “party,” and collectively, the “parties”).

MARKETING AND CONSULTING AGREEMENT
Marketing and Consulting Agreement • March 29th, 2019 • Runway Growth Credit Fund Inc. • New York

AGREEMENT dated as of March 1, 2019, by and between Runway Growth Credit Fund Inc., (the “Fund”), Runway Growth Capital LLC (the “Manager”) and Peak Capital Limited (the “Marketer”).

Second Amendment to Amended and Restated Credit Agreement
Credit Agreement • January 9th, 2023 • Runway Growth Finance Corp. • New York

The Borrower desires that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement; and

INVESTMENT ADVISORY AGREEMENT BETWEEN GSV GROWTH CREDIT FUND INC. AND GSV GROWTH CREDIT LLC
Investment Advisory Agreement • April 19th, 2016 • GSV Growth Credit Fund Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is made this [ ] day of [April], 2016, by and between GSV GROWTH CREDIT FUND INC., a Maryland corporation (the “Company”), and GSV GROWTH CREDIT LLC, a Delaware limited liability company (the “Adviser”).

REVOLVING LOAN AGREEMENT
Revolving Loan Agreement • June 27th, 2018 • Runway Growth Credit Fund Inc. • New York

The Borrower referred to below has applied for, and CIBC Bank USA (the “Bank”) has approved the establishment of, the Loan Account into which the Borrower (or any other entity that becomes a party hereto pursuant to Section 22 hereof as a Borrower Party) may, pursuant to this Revolving Loan Agreement dated as of June 22, 2018 (this “Agreement”), from time to time request Loans up to the Maximum Credit. Interest on such Loans is computed, and the Borrower Parties shall make principal payments, as set forth below.

PLEDGE AGREEMENT
Pledge Agreement • June 27th, 2018 • Runway Growth Credit Fund Inc.

THIS Pledge Agreement, is dated as of June 22, 2018, by and between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Pledgor”), and CIBC BANK USA (the “Bank”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN RUNWAY GROWTH CREDIT FUND INC. AND RUNWAY GROWTH CAPITAL LLC
Investment Advisory Agreement • September 13th, 2017 • Runway Growth Credit Fund Inc. • New York

This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made this 12th day of September, 2017, by and between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Company”), and RUNWAY GROWTH CAPITAL LLC, a Delaware limited liability company (the “Adviser”).

STOCKHOLDER AGREEMENT
Stockholder Agreement • December 19th, 2016 • GSV Growth Credit Fund Inc. • Maryland

THIS STOCKHOLDER AGREEMENT is entered into as of December 15, 2016 (this “Agreement”), by and among GSV Growth Credit Fund Inc., a Maryland corporation (the “Company”) and OCM Growth Holdings, LLC, a Delaware limited liability company (“OCM”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 27th, 2021 • Runway Growth Finance Corp. • New York

The Borrower desires that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement; and

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • August 5th, 2021 • Runway Growth Credit Fund Inc. • New York

This Amended and Restated Administration Agreement (“Agreement”) is made as of June 28, 2021 by and between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Company”), and RUNWAY ADMINISTRATOR SERVICES LLC, a Delaware limited liability company (the “Administrator”).

Contract
Credit Agreement • December 6th, 2023 • Runway Growth Finance Corp. • New York
GSV Growth Credit LLC 2925 Woodside Road Woodside, CA 94062
Management Fees Waiver • February 12th, 2016 • GSV Growth Credit Fund Inc.
Fourth Amendment to Credit Agreement
Credit Agreement • August 5th, 2021 • Runway Growth Credit Fund Inc. • New York

This Fourth Amendment to Credit Agreement, dated as of August 3, 2021 (the “Amendment”), is made pursuant to that certain Credit Agreement dated as of May 31, 2019 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among Runway Growth Credit Fund Inc., a Maryland corporation, as borrower (the “Borrower”); each Guarantor party thereto; the financial institutions currently party thereto as lenders (the “Lenders”); KeyBank National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”); CIBC Bank USA, as documentation agent (together with its successors and assigns, the “Documentation Agent”); MUFG Union Bank, N.A., as co-documentation agent (together with its successors and assigns, the “Co-Documentation Agent”); and U.S. Bank National Association, not in its individual capacity but as the paying agent (together with its successors and assigns, the “Paying Agent

Fifth Amendment to Credit Agreement and Waiver
Credit Agreement • March 3rd, 2022 • Runway Growth Finance Corp. • New York

This Fifth to Credit Agreement and Waiver, dated as of October 19, 2021 (the “Amendment”), is made pursuant to that certain Credit Agreement dated as of May 31, 2019 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among Runway Growth Finance Corp. (f/k/a Runway Growth Credit Fund Inc.), a Maryland corporation, as borrower (the “Borrower”); each Guarantor party thereto; the financial institutions currently party thereto as lenders (the “Lenders”); KeyBank National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”); CIBC Bank USA, as documentation agent (together with its successors and assigns, the “Documentation Agent”); MUFG Union Bank, N.A., as co-documentation agent (together with its successors and assigns, the “Co-Documentation Agent”); and U.S. Bank National Association, not in its individual capacity but as the paying agent (together with its suc

transfer agency and registrar services agreement
Transfer Agency and Registrar Services Agreement • December 28th, 2018 • Runway Growth Credit Fund Inc. • New York

This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of December 28, 2018 (the “Effective Date”), is entered into by and between Runway Growth Credit Fund Inc., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).

DOCUMENT CUSTODY AGREEMENT
Document Custody Agreement • June 6th, 2019 • Runway Growth Credit Fund Inc. • New York
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DEMAND LOAN AGREEMENT
Demand Loan Agreement • June 27th, 2018 • Runway Growth Credit Fund Inc. • New York

The Borrower referred to below has applied for, and CIBC Bank USA (the “Bank”) has approved the establishment of, the Loan Account into which the Borrower (or any other entity that becomes a party hereto pursuant to Section 22 hereof as a Borrower Party) may, pursuant to this Demand Loan Agreement dated as of June 22, 2018 (this “Agreement”), from time to time request Loans up to the Maximum Credit. Interest on such Loans is computed, and the Borrower Parties shall make principal payments, as set forth below.

FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT
Revolving Loan Agreement • September 26th, 2018 • Runway Growth Credit Fund Inc.

THIS FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT (this “Amendment”) is entered into as of September 24, 2018 between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Borrower”), and CIBC BANK USA (the “Bank”). Capitalized terms used and not otherwise defined herein have the meanings assigned thereto in the Loan Agreement referenced below.

AMENDMENT NO. 1 TO THE CUSTODY AGREEMENT
Custody Agreement • August 8th, 2023 • Runway Growth Finance Corp. • New York

This Amendment No. 1 (this “Amendment”) to the Custody Agreement, dated as of January 6, 2017, is made and entered into as of August 3 2023 by and among Runway Growth Finance Corp., as successor in interest to GSV Growth Credit Fund Inc. (the “Company”), U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as custodian (the “Custodian”) and U.S. Bank National Association, as document custodian (the “Document Custodian”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 4th, 2020 • Runway Growth Credit Fund Inc. • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 2, 2020 (the “Amendment”), is made pursuant to that certain Credit Agreement dated as of May 31, 2019 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation, as borrower (the “Borrower”); each Guarantor party thereto; the financial institutions currently party thereto as lenders (the “Lenders”); KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”); CIBC Bank USA, as documentation agent (together with its successors and assigns, the “Documentation Agent”); MUFG Union Bank, N.A., as co-documentation agent (together with its successors and assigns, the “Co-Documentation Agent”); and U.S. Bank National Association, not in its individual capacity but as the paying agent (together with its successors and assigns, the “Paying Age

First Supplement to Note Purchase Agreement Dated as of April 13, 2023
Note Purchase Agreement • April 14th, 2023 • Runway Growth Finance Corp.

This First Supplement to Note Purchase Agreement (the “Supplement”) is among Runway Growth Finance Corp., a Maryland corporation (the “Company”), and the institutional investor named on Schedule A attached hereto (the “Series 2023A Additional Purchaser”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 3rd, 2021 • Runway Growth Credit Fund Inc. • New York

WHEREAS, the Borrower, the Lenders, the Guarantors, the Documentation Agent, the Co- Documentation Agent, the Paying Agent and the Administrative Agent have previously entered into and are currently party to the Credit Agreement; and

GSV Growth Credit LLC 2925 Woodside Road Woodside, CA 94062
Management Fees Waiver • April 8th, 2016 • GSV Growth Credit Fund Inc.
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN RUNWAY GROWTH CREDIT FUND INC. AND RUNWAY GROWTH CAPITAL LLC
Investment Advisory Agreement • May 28th, 2021 • Runway Growth Credit Fund Inc. • New York

This Second Amended and Restated Investment Advisory Agreement (the “Agreement”) is made this 27th day of May, 2021, by and between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Company”), and RUNWAY GROWTH CAPITAL LLC, a Delaware limited liability company (the “Adviser”).

FIRST AMENDMENT TO DEMAND LOAN AGREEMENT
Demand Loan Agreement • September 26th, 2018 • Runway Growth Credit Fund Inc.

THIS FIRST AMENDMENT TO DEMAND LOAN AGREEMENT (this “Amendment”) is entered into as of September 24, 2018 between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the “Borrower”), and CIBC BANK USA (the “Bank”). Capitalized terms used and not otherwise defined herein have the meanings assigned thereto in the Loan Agreement referenced below.

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