Exhibit

10.2




 


 



 




 




 




 




 




Triplepoint
venture growth bdc Corp.




 




 




 




 




 




First

Supplement to Master Note Purchase Agreement




 




 




 




Dated

as of March 1, 2021




 




 




 




 




 




Re:

$200,000,000 4.50% Series 2021A Senior Notes




Due

March 1, 2026




 




 




 




 




 




 





 











     



     



    



 




TriplePoint

Venture Growth BDC Corp.




 




Dated

as of




March

1, 2021




 




To

the Additional Purchaser(s) named in




Schedule A

hereto




 




Ladies

and Gentlemen:




 




This

First Supplement to Master Note Purchase Agreement (the or this “Supplement”) is between TriplePoint

Venture Growth BDC Corp., a Maryland corporation (the “Company”), and the institutional investors named on Schedule A

attached hereto (the “Additional Purchasers”).




 




Reference

is hereby made to that certain Master Note Purchase Agreement dated March 19, 2020 (the “Note Purchase Agreement”)

among the Company and the Purchasers listed on the Purchaser Schedule thereto. All capitalized terms not otherwise defined herein

shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 4.14 of the

Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser

shall execute and deliver a Supplement.




 




The

Company hereby agrees with the Additional Purchaser(s) as follows:




 




 1. The

Company has authorized the issue and sale of $200,000,000 aggregate principal amount of its 4.50% Series 2021A Senior Notes due

March 1, 2026 (as amended, restated or otherwise modified from time to time pursuant to Section 17 of the Note Purchase Agreement

and including any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement the “Series

2021A Notes”). The Series 2021A Notes, together with the Series 2020A Notes issued pursuant to the Note Purchase

Agreement and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2

of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any

such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2021A Notes

shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved

by the Additional Purchaser(s) and the Company.




 




 2. Subject

to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and

warranties hereinafter set forth, the Company agrees to issue and sell to each Additional Purchaser, and each Additional Purchaser

agrees to purchase from the Company, Series 2021A Notes in the principal amount set forth opposite such Additional Purchaser’s

name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned.




 











     



     



    



 




 3. The

sale and purchase of the Series 2021A Notes to be purchased by each Additional Purchaser shall occur at the offices of Chapman

and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 8:00 a.m. Chicago time on March 1, 2021 or on such

other Business Day thereafter on or prior to March 3, 2021 as may be agreed upon by the Company and the Additional Purchasers

(the “Series 2021A Closing”). At the Series 2021A Closing, the Company will deliver to each Additional Purchaser

the Series 2021A Notes to be purchased by such Additional Purchaser in the form of a single Series 2021A Note (or such greater

number of Series 2021A Notes in denominations of at least $100,000 as such Additional Purchaser may request) dated the date of

the Series 2021A Closing and registered in such Additional Purchaser’s name (or in the name of such Additional Purchaser’s

nominee), against delivery by such Additional Purchaser to the Company or its order of immediately available funds in the amount

of the purchase price therefor by wire transfer of immediately available funds for the account of the Company pursuant to the

applicable funding instructions delivered in accordance with Section 4.10 of the Note Purchase Agreement. If, at the Series 2021A

Closing, the Company shall fail to tender such Series 2021A Notes to any Additional Purchaser as provided above in this Section 3,

or any of the conditions specified in Section 4 shall not have been fulfilled to any Additional Purchaser’s satisfaction,

such Additional Purchaser shall, at such Additional Purchaser’s election, be relieved of all further obligations under this

Agreement, without thereby waiving any rights such Additional Purchaser may have by reason of such failure by the Company to tender

such Series 2021A Notes or any of the conditions specified in Section 4 not having been fulfilled to such Additional Purchaser’s

satisfaction.




 




 4. The

obligation of each Additional Purchaser to purchase and pay for the Series 2021A Notes to be sold to such Additional Purchaser

at the Series 2021A Closing is subject to the fulfillment to such Additional Purchaser’s satisfaction, prior to the Series

2021A Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement with respect to the Series 2021A Notes

to be purchased at the Series 2021A Closing as if each reference to the “Notes,” “Closing” and “Purchaser”

set forth therein was modified to refer the “Series 2021A Notes,” the “Series 2021A Closing” and the “Additional

Purchaser” (each as defined in this Supplement) and to the following additional conditions:




 




 (a) Except

as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the

representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be true and correct

as of the date of the Series 2021A Closing (except for representations and warranties which apply to a specific earlier date which

shall be true and correct as of such earlier date or as of the date specified in Exhibit A to the extent such provision

is superseded in Exhibit A) and the Company shall have delivered to each Additional Purchaser an Officer’s Certificate,

dated the date of the Series 2021A Closing certifying that such condition has been fulfilled.




 




 (b) Contemporaneously

with the Series 2021A Closing, the Company shall sell to each Additional Purchaser, and each Additional Purchaser shall purchase,

the Series 2021A Notes to be purchased by such Additional Purchaser at the Series 2021A Closing as specified in Schedule A.




 











    -2-



     



    



 




 5. The

terms of Section 8 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that the proviso in the

first sentence of Section 8.2 of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:




 




“provided,

that at any time on or after March 19, 2024 the Company may, at its option,

upon notice as provided below, prepay all or any part of the Series 2020A Notes at 100% of the principal amount so prepaid,

together with accrued interest to the prepayment date; provided further, that at any time on or after March 1, 2025 the

Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2021A Notes at 100% of the

principal amount so prepaid, together with accrued interest to the prepayment date.”




 




For

the avoidance of doubt, the definition of “Make-Whole Amount” set forth in Section 8.6 of the Note Purchase

Agreement shall be applicable to any Series 2021A Note.




 




 6. Each

Additional Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase

Agreement are true and correct on the date hereof with respect to the purchase of the Series 2021A Notes by such Additional Purchaser

as if (x) each reference to the “Notes,” “Closing” and “Purchaser” set forth therein was modified

to refer the “Series 2021A Notes,” the “Series 2021A Closing” and the “Additional Purchaser”

and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented

by this Supplement, (y) the reference to “(ii) the Annual Report on Form 10-K for the Company for the fiscal year ended

December 31, 2018, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended September 30, 2019” set

forth in Section 6.3 was modified to refer to “(ii) the Annual Report on Form 10-K for the Company for the fiscal year ended

December 31, 2019, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended September 30, 2020” and

(z) the following clause were added before the period at the end of Section 6.5 “, except to the extent arising from fraud,

gross negligence or willful misconduct of Goldman Sachs, any of its Affiliates or any other of the foregoing Persons.”




 




 7. The

Company and each Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement

as fully and completely as if such Additional Purchaser were an original signatory to the Note Purchase Agreement.




 




The

execution hereof shall constitute a contract between the Company and the Additional Purchaser(s) for the uses and purposes hereinabove

set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original

but all together only one agreement. The parties agree to electronic contracting and signatures with respect to this Supplement.

Delivery of an electronic signature to, or a signed copy of, this Supplement by facsimile, email or other electronic transmission

shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible

into evidence for all purposes.




 











    -3-



     



    



 












	 	TriplePoint Venture Growth BDC Corp.
	 	 	 
	 	By:	/s/ Sajal K. Srivastava
	 	Name:	Sajal K. Srivastava
	 	Title:	Chief Investment Officer, President,


Secretary and Treasurer





 










    -4-



     



    



 




Accepted

as of March 1, 2021




 










	 	Sun Life Assurance Company of Canada
	 	 	 
	 	By:	/s/ Alec Svoboda
	 	Name:	Alec Svoboda
	 	Title:	Managing Director, Private Fixed Income
	 	 	 
	 	By:	/s/ Russell Goldenberg
	 	Name:	Russell Goldenberg
	 	Title:	Senior Director, Private Fixed Income
	 	 	 
	 	Sun Life Assurance Company of Canada,


acting

    through its U.S. Branch
	 	 	 
	 	By:	/s/ David Belanger
	 	Name:	David Belanger
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Arthur Baril
	 	Name:	Arthur Baril
	 	Title:	Senior Director
	 	 	 
	 	Sun Life and Health Insurance Company (U.S.)
	 	 	 
	 	By:	/s/ David Belanger
	 	Name:	David Belanger
	 	Title:	Authorized Signer
	 	 	 
	 	By:	/s/ Arthur Baril
	 	Name:	Arthur Baril
	 	Title:	Authorized Signer





 










    -5-



     



    



 








	 	Arch Reinsurance Ltd.
	 	 	 
	 	By: Arch Investment Management Ltd., as Investment Manager
	 	 	 
	 	By:	/s/ David Mulholland
	 	Name:	David Mulholland
	 	Title:	Senior Vice President
	 	 	 
	 	Arch Mortgage Insurance Company
	 	 	 
	 	By:	/s/ Tracie Cranford
	 	Name:	Tracie Cranford
	 	Title:	Treasurer
	 	 	 
	 	United Guaranty Residential Insurance Company
	 	 	 
	 	By:	/s/ Tracie Cranford
	 	Name:	Tracie Cranford
	 	Title:	Treasurer
	 	 	 
	 	EquiTrust Life Insurance Company
	 	 	 
	 	By:	/s/ Kenyatta K. Matheny
	 	Name:	Kenyatta K. Matheny
	 	Title:	Chief Investment Officer







 










    -6-



     



    



 










	 	Teachers Insurance and Annuity


Association

    of America
	 	A New York domiciled life insurance company
	 	 	 
	 	By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment

    manager
	 	 	 
	 	By:	/s/ Ho Young Lee
	 	Name:	Ho Young Lee
	 	Title:	Managing Director
	 	 	 
	 	The Guardian Life Insurance Company of America
	 	 	 
	 	By:	/s/ Barry Scheinholtz
	 	Name:	Barry Scheinholtz
	 	Title:	Managing Director
	 	 	 
	 	National Interstate Insurance Company
	 	 	 
	 	By:	/s/ Stephen C. Beraha
	 	Name:	Stephen C. Beraha
	 	Title:	Assistant Secretary
	 	 	 
	 	Great American Contemporary Insurance Company
	 	 	 
	 	By:	/s/ Stephen C. Beraha
	 	Name:	Stephen C. Beraha
	 	Title:	Assistant Vice President





 











    -7-



     



    



 




	 	Great American Insurance

    Company     of New York
	 	 	 
	 	By:	/s/ Stephen C. Beraha
	 	Name:	Stephen C. Beraha
	 	Title:	Assistant Vice President
	 	 	 
	 	MidContinent Casualty Company
	 	 	 
	 	By:	/s/ Stephen C. Beraha
	 	Name:	Stephen C. Beraha
	 	Title:	Assistant Secretary
	 	 	 
	 	Great American Life Insurance Company
	 	 	 
	 	By:	/s/ Mark F. Muething
	 	Name:	Mark F. Muething
	 	Title:	President
	 	 	 
	 	The Ohio National Life Insurance Company
	 	 	 
	 	By:	/s/ Brenda Kalb
	 	Name:	Brenda Kalb
	 	Title:	Vice President
	 	 	 
	 	Ohio National Life Assurance Corporation
	 	 	 
	 	By:	/s/ Brenda Kalb
	 	Name:	Brenda Kalb
	 	Title:	Vice President







 










    -8-



     



    



 















	 	Chubb Bermuda Insurance Ltd.
	 	Anthem Life Insurance Company
	 	Anthem Blue Cross Life and Health Insurance

    Company
	 	Lousiana Health Service & Indemnity Company
	 	Chubb European Group SE
	 	Texas Mutual Insurance Company
	 	Empire Healthchoice Assurance Inc.
	 	Security Health Plan of Wisconsin, Inc.
	 	Blue Cross of California
	 	Western Asset Middle Market Income Fund Inc. (WMX)
	 	The Toa Reinsurance Company of America
	 	 	 
	 	By: Western Asset Management Company, LLC, as investment manager
	 	 	 
	 	By:	/s/ Adam Wright
	 	Name:	Adam Wright
	 	Title:	Manager, U.S. Legal Affairs
	 	 	 
	 	 	 
	 	Southern Farm Bureau Life Insurance Company
	 	 	 
	 	By:	/s/ David Divine
	 	Name:	David Divine
	 	Title:	Director, Securities Management
	 	 	 
	 	 	 
	 	Wilton Reassurance Company
	 	 	 
	 	By: Eagle Point Credit Management LLC, its investment advisor
	 	 	 
	 	By:	/s/ Taylor Pine
	 	Name:	Taylor Pine
	 	Title:	Director





 











    -9-



     



    



 




	 	BlueCross BlueShield of Tennessee, Inc.
	 	 	 
	 	By: Eagle Point Credit Management LLC, its investment advisor
	 	 	 
	 	By:	/s/ Taylor Pine
	 	Name:	Taylor Pine
	 	Title:	Director
	 	 	 
	 	Clarendon National Insurance Company
	 	 	 
	 	By: Eagle Point Credit Management LLC, its investment advisor
	 	 	 
	 	By:	/s/ Taylor Pine
	 	Name:	Taylor Pine
	 	Title:	Director
	 	 	 
	 	Cavello Bay Reinsurance Limited
	 	 	 
	 	By: Eagle Point Credit Management LLC, its investment advisor
	 	 	 
	 	By:	/s/ Taylor Pine
	 	Name:	Taylor Pine
	 	Title:	Director







 















    -10-



     



    



 




Supplemental

Representations




 




The

Company represents and warrants to each Additional Purchaser that except as hereinafter set forth in this Exhibit A, each

of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and

warranties that apply solely to a specific earlier date which shall be true and correct as of such earlier date and other than

the Section references hereinafter set forth) is true and correct in all material respects as of the date hereof with respect

to the Series 2021A Notes with the same force and effect as if each reference to “Notes,” “Closing” and

“Purchaser” set forth therein was modified to refer to “Series 2021A Notes,” “Series 2021A Closing”

and “Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the

Note Purchase Agreement as supplemented by the Supplement. The Section references hereinafter set forth correspond to the similar

Sections of the Note Purchase Agreement which are supplemented hereby:




 




 Section 5.3. Disclosure.

(a) The Company, through its agent, Goldman Sachs, has delivered to each Additional Purchaser a copy of an Investor Presentation

dated February 2021 (the “Presentation”), relating to the transactions contemplated hereby in connection with

the Series 2021A Notes. The Presentation, when read together with the information incorporated therein by reference to the Company’s

Exchange Act filings, fairly describes, in all material respects, the general nature of the business and principal properties

of the Company and its Subsidiaries. This Agreement, the Presentation (including the information incorporated therein by reference

to the Company’s Exchange Act filings), the financial statements listed in Schedule 5.5 and the documents, certificates

or other writings delivered to the Additional Purchasers by or on behalf of the Company (other than financial projections, pro

forma financial information and other forward-looking information referenced in Section 5.3(b), information relating to third

parties and general economic information) prior to February 17, 2021 in connection with the transactions contemplated hereby and

identified in Schedule 5.3 (this Agreement, the Presentation (including the information incorporated therein by reference

to the Company’s Exchange Act filings) and such documents, certificates or other writings and such financial statements

delivered to each Additional Purchaser being referred to, collectively, as the “Disclosure Documents”), taken

as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents,

since December 31, 2019, there has been no change in the financial condition, operations, business or properties of the Company

or any Subsidiary except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not

been set forth herein or in the Disclosure Documents.




 




 (b)

All financial projections, pro forma financial information and other forward-looking information which has been delivered to each

Additional Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement are based

upon good faith assumptions and, in the case of financial projections and pro forma financial information, good faith estimates,

in each case, believed to be reasonable at the time made, it being recognized that (i) such financial information as it relates

to future events is subject to significant uncertainty and contingencies (many of which are beyond the control of the Company)

and are therefore not to be viewed as fact, and (ii) actual results during the period or periods covered by such financial information

may materially differ from the results set forth therein.




 











    A-1



     



    



 




 Section 5.4. Organization

and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists

as of the date of the Series 2021A Closing of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name

thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests

outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Subsidiary Guarantor, and (ii) the

Company’s directors and executive officers.




 




 Section 5.5. Financial

Statements; Material Liabilities. The Company has delivered to each Additional Purchaser copies of the financial statements

of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the

related schedules and notes, but excluding all financial projections, pro forma financial information and other forward-looking

information) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as

of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows (as

applicable) for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout

the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal

year-end adjustments and lack of footnotes).




 




 Section 5.13. Private

Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2021A Notes or any

substantially similar debt Securities for sale to, or solicited any offer to buy the Series 2021A Notes or any substantially

similar debt Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Additional

Purchasers and not more than 32 other Institutional Investors, each of which has been offered the Series 2021A Notes at a

private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would

subject the issuance or sale of the Series 2021A Notes to the registration requirements of section 5 of the Securities

Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.




 




 Section 5.14. Use

of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2021A Notes hereunder as described

in Schedule 5.14. No part of the proceeds from the sale of the Series 2021A Notes hereunder will be used, directly or indirectly,

for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the

Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances

as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in

a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25.0% of the value of

the consolidated assets of the Company and its subsidiaries and the Company does not have any present intention that margin stock

will constitute more than 25.0% of the value of such assets. As used in this Section, the terms “margin stock” and

“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.




 











    A-2



     



    



 




 Section 5.15. Existing

Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list

of all outstanding Indebtedness of the Company and its Subsidiaries as of the last day of the month immediately preceding the

date of the Series 2021A Closing, since which date there has been no Material change in the amounts, interest rates, sinking funds,

installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. As of the last day of the month immediately

preceding the date of the Series 2021A Closing, neither the Company nor any Subsidiary is in default and no waiver of default

is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and,

to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary

that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness

to become due and payable before its stated maturity or before its regularly scheduled dates of payment.




 




Schedules

5.3, 5.4, 5.5, 5.14, 5.15, 10.1 and 10.5 of the Note Purchase Agreement are hereby supplemented by the attached Schedules 5.3,

5.4, 5.5, 5.14, 5.15, 10.1 and 10.5.




 











    A-3



     



    



 




[Form

of Series 2021A Note]




 




TriplePoint

Venture Growth BDC Corp.


 




4.50%

Series 2021A Senior Note due March 1, 2026




 




	No.

[_________]	[Date]





	$[____________]	PPN

89677Y A@9





 




For

Value Received, the undersigned, TriplePoint

Venture Growth BDC Corp. (herein called the “Company”), a corporation organized and existing under

the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________]

Dollars (or so much thereof as shall not have been prepaid) on March 1, 2026 (the

“Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on

the unpaid balance hereof at the rate of 4.50% per annum, as may be adjusted in accordance with Section 1.2 of the Note Purchase

Agreement (as hereinafter defined), from the date hereof, payable semiannually, on the 19th day of March and September in each

year, commencing with September 19, 2021, and on the Maturity Date, until the principal hereof shall have become due and payable,

and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event

of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount (if any), at a rate per annum from time

to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).




 




Payments

of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United

States of America at the Company in New York, New York or at such other place as the Company shall have designated by

written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.




 




This

Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement dated as of March 1,

2021 to the Note Purchase Agreement, dated March 19, 2020 (as from time to time amended, supplemented or modified, the “Note

Purchase Agreement”), among the Company, the Purchasers named therein and Additional Purchasers of Notes from time to

time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled with the holders

of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided

for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed

to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations

set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall

have the respective meanings ascribed to such terms in the Note Purchase Agreement.




 






     



     



    








 




This

Note is a registered Note with the Company and, as provided in (and subject to the terms and conditions of) the Note Purchase

Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed,

by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for

a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration

of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving

payment and for all other purposes, and the Company will not be affected by any notice to the contrary.




 




This

Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or

from time to time in part, on the terms specified in the Note Purchase Agreement.




 




If

an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in

the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.




 




This

Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed

by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application

of the laws of a jurisdiction other than such State.




 




		TriplePoint Venture Growth BDC Corp.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title: