RUNWAY GROWTH FINANCE CORP. (a Maryland corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT Dated: October [•], 2021 RUNWAY GROWTH FINANCE CORP. (a Maryland corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2021 • Runway Growth Finance Corp. • New York
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 AGREEMENTForm of 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 AGREEMENTAdministration 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”).
Second Amendment to Amended and Restated Credit AgreementCredit 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
ContractCredit Agreement • December 6th, 2023 • Runway Growth Finance Corp. • New York
INVESTMENT ADVISORY AGREEMENT BETWEEN GSV GROWTH CREDIT FUND INC. AND GSV GROWTH CREDIT LLCInvestment 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”).
TRADEMARK LICENSE AGREEMENTTrademark 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 AGREEMENTMarketing 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”).
RUNWAY GROWTH FINANCE CORP. (a Maryland corporation) AND OCM GROWTH HOLDINGS, LLC AND OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P. (as Selling Stockholders) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 13, 2023...Underwriting Agreement • November 16th, 2023 • Runway Growth Finance Corp. • New York
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN RUNWAY GROWTH CREDIT FUND INC. AND RUNWAY GROWTH CAPITAL LLCInvestment 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 AGREEMENTStockholder 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 AGREEMENTCredit 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 AGREEMENTAdministration 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”).
GSV Growth Credit LLC 2925 Woodside Road Woodside, CA 94062Investment Advisory Agreement • February 12th, 2016 • GSV Growth Credit Fund Inc.
Fourth Amendment to Credit AgreementCredit 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 WaiverCredit Agreement and Waiver • 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
REVOLVING LOAN AGREEMENTRevolving 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.
transfer agency and registrar services agreementAgency 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 AGREEMENTDocument Custody Agreement • June 6th, 2019 • Runway Growth Credit Fund Inc. • New York
DEMAND LOAN AGREEMENTDemand 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 AGREEMENTRevolving 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 AGREEMENTThe 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”).
Joinder Agreement_Runway (Everbank) 4858-0187-8926 v3.docx JOINDER AGREEMENT AND FACILITY AMOUNT INCREASE December 4, 2023 Reference is made to the that certain Amended and Restated Credit Agreement dated as of April 20, 2022 (as the same may be...Runway Growth Finance Corp. • December 6th, 2023
SECOND AMENDMENT TO CREDIT AGREEMENTCredit 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
FORM OF TRADEMARK LICENSE AGREEMENTForm of Trademark License Agreement • February 12th, 2016 • GSV Growth Credit Fund Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 2016 (the “Effective Date”) by and between GSV ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Licensor”), and GSV GROWTH CREDIT FUND INC., a Maryland corporation (“Company”) (each a “party,” and collectively, the “parties”).
First Supplement to Note Purchase Agreement Dated as of April 13, 2023Runway Growth Finance Corp. • April 14th, 2023
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 AGREEMENTCredit 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
PLEDGE AGREEMENTPledge 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”).
GSV Growth Credit LLC 2925 Woodside Road Woodside, CA 94062Investment Advisory Agreement • 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 LLCInvestment 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 AGREEMENTDemand 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.
