Exhibit 10.1


 


Execution
Version





 



 


 


 


 


 


 


 


 


 


TriplePoint Private Venture Credit Inc.


 


$75,000,000


 


5.86% Series 2022A Senior Notes,
due April 6, 2027


 





 



 


Master Note Purchase Agreement


 





 



 


Dated April 6, 2022


 


 


 


 


 


 


 


 


 


 


 





 



 




     


     


    

 


Table of Contents


 


	Section	 	Heading	 	Page
	 	 	 	 	 
	Section 1.	 	Authorization of Notes; Interest Rate	 	1
	 	 	 	 	 
	Section 1.1.	 	Authorization of Notes	 	1
	Section 1.2.	 	Changes in Interest Rate	 	1
	 	 	 	 	 
	Section 2.	 	Sale and Purchase of Notes	 	2
	 	 	 	 	 
	Section 2.1.	 	Sale and Purchase of Series 2022A Notes	 	2
	Section 2.2.	 	Additional Series of Notes	 	3
	 	 	 	 	 
	Section 3.	 	Closing	 	4
	 	 	 	 	 
	Section 4.	 	Conditions to Closing	 	4
	 	 	 	 	 
	Section 4.1.	 	Representations and Warranties	 	4
	Section 4.2.	 	Performance; No Default	 	4
	Section 4.3.	 	Compliance Certificates	 	4
	Section 4.4.	 	Opinions of Counsel	 	5
	Section 4.5.	 	Purchase Permitted by Applicable Law, Etc	 	5
	Section 4.6.	 	Sale of Other Notes	 	5
	Section 4.7.	 	Payment of Special Counsel Fees	 	5
	Section 4.8.	 	Private Placement Number	 	5
	Section 4.9.	 	Changes in Corporate Structure	 	5
	Section 4.10.	 	Funding Instructions	 	6
	Section 4.11.	 	Rating	 	6
	Section 4.12.	 	Proceedings and Documents	 	6
	Section 4.13.	 	[Reserved]	 	6
	Section 4.14.	 	Conditions to Issuance of Additional Notes	 	6
	 	 	 	 	 
	Section 5.	 	Representations and Warranties of the Company	 	7
	 	 	 	 	 
	Section 5.1.	 	Organization; Power and Authority	 	7
	Section 5.2.	 	Authorization, Etc	 	7
	Section 5.3.	 	Disclosure	 	7
	Section 5.4.	 	Organization and Ownership of Shares of Subsidiaries	 	8
	Section 5.5.	 	Financial Statements; Material Liabilities	 	8
	Section 5.6.	 	Compliance with Laws, Other Instruments, Etc	 	9
	Section 5.7.	 	Governmental Authorizations, Etc	 	9
	Section 5.8.	 	Litigation; Observance of Agreements, Statutes and Orders	 	9
	Section 5.9.	 	Taxes	 	10
	Section 5.10.	 	Title to Property; Leases	 	10
	Section 5.11.	 	Licenses, Permits, Etc	 	10
	Section 5.12.	 	Compliance with Employee Benefit Plans	 	10
	Section 5.13.	 	Private Offering by the Company	 	11


 




    -i-


     


    

 


	Section 5.14.	 	Use of Proceeds; Margin Regulations	 	11
	Section 5.15.	 	Existing Indebtedness; Future Liens	 	11
	Section 5.16.	 	Foreign Assets Control Regulations, Etc	 	12
	Section 5.17.	 	[Reserved]	 	13
	Section 5.18.	 	Environmental Matters	 	13
	Section 5.19.	 	Investment Company Act	 	13
	 	 	 	 	 
	Section 6.	 	Representations of the Purchasers	 	14
	 	 	 	 	 
	Section 6.1.	 	Purchase for Investment	 	14
	Section 6.2.	 	Source of Funds	 	14
	Section 6.3.	 	Investment Experience; Access to Information	 	16
	Section 6.4.	 	Authorization	 	16
	Section 6.5.	 	Reliance	 	16
	 	 	 	 	 
	Section 7.	 	Information as to Company	 	17
	 	 	 	 	 
	Section 7.1.	 	Financial and Business Information	 	17
	Section 7.2.	 	Officer’s Certificate	 	19
	Section 7.3.	 	Visitation	 	20
	Section 7.4.	 	Electronic Delivery	 	21
	 	 	 	 	 
	Section 8.	 	Payment and Prepayment of the Notes	 	21
	 	 	 	 	 
	Section 8.1.	 	Maturity	 	21
	Section 8.2.	 	Optional Prepayments with Make-Whole Amount	 	22
	Section 8.3.	 	Allocation of Partial Prepayments	 	22
	Section 8.4.	 	Maturity; Surrender, Etc	 	22
	Section 8.5.	 	Purchase of Notes	 	22
	Section 8.6.	 	Make-Whole Amount	 	23
	Section 8.7.	 	Payments Due on Non-Business Days	 	25
	Section 8.8.	 	Change in Control	 	25
	Section 8.9.	 	Prepayment upon Certain Events	 	26
	 	 	 	 	 
	Section 9.	 	Affirmative Covenants	 	28
	 	 	 	 	 
	Section 9.1.	 	Compliance with Laws	 	28
	Section 9.2.	 	Insurance	 	29
	Section 9.3.	 	Maintenance of Properties	 	29
	Section 9.4.	 	Payment of Taxes and Claims	 	29
	Section 9.5.	 	Corporate Existence, Etc	 	29
	Section 9.6.	 	Books and Records	 	30
	Section 9.7.	 	Subsidiary Guarantors	 	30
	Section 9.8.	 	Rating Confirmation	 	31
	Section 9.9.	 	Status of RIC and BDC	 	31
	Section 9.10.	 	Investment Policies	 	31


 




    -ii-


     


    

 


	Section 10.	 	Negative Covenants	 	32
	 	 	 	 	 
	Section 10.1.	 	Transactions with Affiliates	 	32
	Section 10.2.	 	Merger, Consolidation, Fundamental Changes, Etc	 	33
	Section 10.3.	 	Line of Business	 	34
	Section 10.4.	 	Economic Sanctions, Etc	 	35
	Section 10.5.	 	Liens	 	35
	Section 10.6.	 	Restricted Payments	 	38
	Section 10.7.	 	Certain Financial Covenants	 	40
	 	 	 	 	 
	Section 11.	 	Events of Default	 	40
	 	 	 	 	 
	Section 12.	 	Remedies on Default, Etc	 	43
	 	 	 	 	 
	Section 12.1.	 	Acceleration	 	43
	Section 12.2.	 	Holder Action	 	43
	Section 12.3.	 	Rescission	 	43
	Section 12.4.	 	No Waivers or Election of Remedies, Expenses, Etc	 	43
	 	 	 	 	 
	Section 13.	 	Registration; Exchange; Substitution of Notes	 	44
	 	 	 	 	 
	Section 13.1.	 	Registration of Notes	 	44
	Section 13.2.	 	Transfer and Exchange of Notes	 	44
	Section 13.3.	 	Replacement of Notes	 	45
	 	 	 	 	 
	Section 14.	 	Payments on Notes	 	46
	 	 	 	 	 
	Section 14.1.	 	Place of Payment	 	46
	Section 14.2.	 	Payment by Wire Transfer	 	46
	Section 14.3.	 	Tax Forms	 	46
	 	 	 	 	 
	Section 15.	 	Expenses, Etc	 	47
	 	 	 	 	 
	Section 15.1.	 	Transaction Expenses	 	47
	Section 15.2.	 	Certain Taxes	 	48
	Section 15.3.	 	Survival	 	48
	 	 	 	 	 
	Section 16.	 	Survival of Representations and Warranties; Entire Agreement	 	48
	 	 	 	 	 
	Section 17.	 	Amendment and Waiver	 	48
	 	 	 	 	 
	Section 17.1.	 	Requirements	 	48
	Section 17.2.	 	Solicitation of Holders of Notes	 	49
	Section 17.3.	 	Binding Effect, Etc	 	50
	Section 17.4.	 	Notes Held by Company, Etc	 	50
	 	 	 	 	 
	Section 18.	 	Notices	 	50
	 	 	 	 	 
	Section 19.	 	Reproduction of Documents	 	51


 




    -iii-


     


    

 


	Section 20.	 	Confidential Information	 	51
	 	 	 	 	 
	Section 21.	 	Substitution of Purchaser	 	52
	 	 	 	 	 
	Section 22.	 	Miscellaneous	 	53
	 	 	 	 	 
	Section 22.1.	 	Successors and Assigns	 	53
	Section 22.2.	 	Accounting Terms	 	53
	Section 22.3.	 	Severability	 	53
	Section 22.4.	 	Construction, Etc	 	53
	Section 22.5.	 	Counterparts; Electronic Contracting	 	54
	Section 22.6.	 	Governing Law	 	54
	Section 22.7.	 	Jurisdiction and Process; Waiver of Jury Trial	 	54
	 	 	 	 	 
	Signature	 	 	 	


 




    -iv-


     


    

 


	Schedule A	—	Defined Terms
	 	 	 
	Schedule 1.1	—	Form of 5.86% Series 2022A Senior Note, due April 6, 2027
	 	 	 
	Schedule 4.4(a)	—	Form of Opinion of Counsel for the Company
	 	 	 
	Schedule 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
	 	 	 
	Schedule 5.3	—	Disclosure Materials
	 	 	 
	Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock; Senior Officers and Directors; Agreements Containing Contractual Restrictions on Subsidiaries
	 	 	 
	Schedule 5.5	—	Financial Statements
	 	 	 
	Schedule 5.14	—	Use of Proceeds
	 	 	 
	Schedule 5.15	—	Existing Indebtedness
	 	 	 
	Schedule 10.1	—	Affiliate Transactions
	 	 	 
	Schedule 10.5	—	Liens
	 	 	 
	Exhibit S	—	Form of Supplement to Note Purchase Agreement
	 	 	 
	Purchaser Schedule	—	Information Relating to Purchasers


 




    -v-


     


    

 


TriplePoint Private Venture Credit
Inc.

2755 Sand Hill Road, Suite 150


Menlo
Park, California 94025


 


5.86%
Series 2022A Senior Notes, due April 6, 2027


 


April 6, 2022


 


To Each
of the Purchasers Listed in 


the Purchaser
Schedule Hereto:


 


Ladies and Gentlemen:


 


TriplePoint Private Venture
Credit Inc., a Maryland corporation (the “Company”), agrees with each of the Purchasers as follows:


 


Section 1. Authorization
of Notes; Interest Rate.


 


 Section 1.1. Authorization of Notes.
The Company will authorize the issue and sale of $75,000,000 aggregate principal amount of its 5.86% Series 2022A Senior Notes, due
April 6, 2027 (the “Series 2022A Notes”). The Series 2022A Notes shall be substantially in the form set out
in Schedule 1.1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this
Agreement, the rules of construction set forth in Section 22.4 shall govern.


 


The Series 2022A Notes,
together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 2.2, are
collectively referred to as the “Notes” (such term shall also include any such notes as amended, restated or otherwise
modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13).


 


Section 1.2. Changes
in Interest Rate. (a) If at any time a Below Investment Grade Event occurs, then:


 


 (i) as of the date of the occurrence
of the Below Investment Grade Event to and until the date on which such Below Investment Grade Event is no longer continuing (as evidenced
by the receipt and delivery to the holders of the Notes of any Rating necessary to cure such Below Investment Grade Event), the Notes
shall bear interest at the Adjusted Interest Rate; and


 


 (ii) the Company shall promptly,
and in any event within ten (10) Business Days after a Below Investment Grade Event has occurred, notify the holders of the Notes in writing,
sent in the manner provided in Section 18, that a Below Investment Grade Event has occurred, which written notice shall be accompanied
by evidence satisfactory to the Required Holders to such effect and confirming the effective date of the Below Investment Grade Event
and that the Adjusted Interest Rate will be payable in respect of the Notes in consequence thereof.


 




     


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) The fees and expenses of any Acceptable
Rating Agency and all other costs incurred in connection with obtaining, affirming or appealing a Rating pursuant to this Section 1.2
shall be borne solely by the Company.


 


 (c) As used herein, “Adjusted
Interest Rate” means the interest rate on the Notes shall be the rate per annum which is 1.00% above the stated rate of such
Notes. The Adjusted Interest Rate with respect to the Series 2022A Notes shall be 6.86% per annum.


 


 (d) As used herein, a “Below Investment
Grade Event” shall occur if


 


 (i) at any time the Company has
obtained a Rating of the Notes from only one Acceptable Rating Agency, the then most recent Rating from such Acceptable Rating Agency
that is in full force and effect (not having been withdrawn) is less than Investment Grade; or


 


 (ii) at any time the Company
has obtained a Rating of the Notes from two Acceptable Rating Agencies, the then lower of the most recent Ratings from the Acceptable
Rating Agencies that are in full force and effect (not having been withdrawn) is less than Investment Grade; or


 


 (iii) at any time the Company
has obtained a Rating of the Notes from three or more Acceptable Rating Agencies, the then second lowest of the most recent Ratings from
the Acceptable Rating Agencies that is in full force and effect (not having been withdrawn) is less than Investment Grade (provided,
for the avoidance of doubt, if two or more of the most recent Ratings are equal or equivalent as the lowest such Rating, then one of such
equal or equivalent Ratings will be deemed to be the second lowest Rating for purposes of such determination); or


 


 (iv) at any time the Company
shall have failed to receive and deliver to the holders of the Notes a Rating of the Notes from at least one Acceptable Rating Agency,
as required pursuant to Section 9.8.


 


(e) Following
the occurrence of an Event of Default, the Notes shall bear interest at the Default Rate.


 


Section 2. Sale
and Purchase of Notes.


 


 Section 2.1. Sale and Purchase
of Series 2022A Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser
and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series 2022A Notes in the principal
amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount
thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to
any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.


 




    -2-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 2.2. Additional Series
of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional
Series of its promissory notes under the provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially
in the form of Exhibit S. Each additional Series of Notes (the “Additional Notes”) issued pursuant to a Supplement
shall be subject to the following terms and conditions:


 


 (i) each Series of Additional
Notes, when so issued, shall be differentiated from all previous Series by sequential designation inscribed thereon;


 


 (ii) Additional Notes of the
same Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts,
maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different
and separate tranches of the same Series shall vote as a single class and constitute one Series;


 


 (iii) each Series of Additional
Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory
and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such
representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes
are issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without
further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants
shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding,
and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such
Additional Notes in accordance with the provisions of Section 16;


 


 (iv) each Series of Additional
Notes issued under this Agreement shall be in substantially the form of Exhibit 1 to Exhibit S hereto with such variations,
omissions and insertions as are necessary or permitted hereunder;


 


 (v) the minimum principal amount
of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally
issued in a denomination of $100,000 or more;


 


 (vi) all Additional Notes shall
rank pari passu with all other outstanding Notes; and


 


 (vii) no Additional Notes shall
be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default
or Event of Default shall have occurred and be continuing.


 




    -3-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 3. Closing.


 


The sale and purchase of the
Series 2022A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street,
Chicago, IL 60606, at 8:00 a.m. Chicago Time (the “Closing”). The Closing shall be held on April 6, 2022 or on
such other Business Day thereafter as may be agreed upon by the Company and the Purchasers of the Series 2022A Notes. At the Closing,
the Company will deliver to each Purchaser the Series 2022A Notes to be purchased by such Purchaser in the form of a single Series 2022A
Note to be purchased by such Purchaser (or such greater number of Series 2022A Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against
delivery by such 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. If at the Closing the Company shall fail to tender such Series 2022A Notes to any Purchaser as provided
above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving
any rights such Purchaser may have by reason of such failure by the Company to tender such Series 2022A Notes or any of the conditions
specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.


 


Section 4. Conditions
to Closing.


 


Each Purchaser’s obligation
to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at the Closing, of the following conditions:


 


 Section 4.1. Representations and
Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.


 


 Section 4.2. Performance;
No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and
the application of the proceeds thereof as contemplated by Section 5.14) at the Closing, no Change in Control or Event of Default
shall have occurred and be continuing.


 


 Section 4.3. Compliance Certificates.


 


 (a) Officer’s Certificate.
The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 


 (b) Secretary’s Certificate.
The Company shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to (i) the
resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this
Agreement and (ii) the Company’s organizational documents as then in effect.


 




    -4-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 4.4. Opinions of Counsel.
Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from
Dechert LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident
to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its
counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in
connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.


 


 Section 4.5. Purchase Permitted
by Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws
and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8)
of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular
investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the
Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law
or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have
received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such
Purchaser to determine whether such purchase is so permitted.


 


 Section 4.6. Sale of Other Notes.
Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to
be purchased by it at the Closing as specified in the Purchaser Schedule.


 


 Section 4.7. Payment of Special
Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Closing the reasonable and documented
out-of-pocket fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Company at least two Business Days prior to the Closing.


 


 Section 4.8. Private Placement
Number. A Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall have
been obtained for the Notes.


 


 Section 4.9. Changes in Corporate
Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to
any merger or consolidation (in each case, other than as permitted under Section 10.2, including, for the avoidance of doubt, the TPVG
Transaction) or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.


 




    -5-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 4.10. Funding Instructions.
At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (a) the
name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into
which the purchase price for the Notes is to be deposited, which account shall be fully opened and able to receive micro deposits in accordance
with this Section at least five (5) Business Days prior to the date of the Closing.  Each Purchaser has the right, but not the
obligation, upon written notice (which may be by e-mail) to the Company, to elect to deliver a micro deposit (less than $50.00) to the
account identified in the written instructions no later than two (2) Business Days prior to Closing.  If a Purchaser delivers
a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone
call initiated by such Purchaser prior to Closing.  The Company shall not be obligated to return the amount of the micro deposit,
nor will the amount of the micro deposit be netted against the Purchaser’s purchase price of the Notes.


 


 Section 4.11. Rating. The Company
shall have delivered, or caused to be delivered, to each Purchaser, a Rating issued by DBRS setting forth the initial Rating for the Notes
of “BBB (low)” or better.


 


 Section 4.12. Proceedings and Documents.
All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be reasonably satisfactory to such Purchaser, and such Purchaser and its special counsel shall have
received all such counterpart originals or certified or other copies of such documents as such Purchaser may reasonably request.


 


 Section 4.13. [Reserved].


 


 Section 4.14. Conditions to Issuance
of Additional Notes. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following
conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:


 


 (a) Compliance Certificate.
A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser an Officer’s Certificate dated
the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including
any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether
the Company is in compliance with the requirements of Section 10.7 on such date (based upon the financial statements for the most
recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of
Notes and the application of the proceeds thereof).


 


 (b) Execution and Delivery
of Supplement. The Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of
Exhibit S hereto.


 


 (c) Representations of Additional
Purchasers. Each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6
are true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes.


 




    -6-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (d) Execution and Delivery
of Guaranty Ratification. Each Subsidiary Guarantor, if any, shall execute and deliver a ratification of its Subsidiary Guaranty.


 


Section 5. Representations
and Warranties of the Company.


 


The Company represents and
warrants to each Purchaser, as of the date of the Closing (or, if any such representations and warranties expressly relate to an earlier
date (other than the date of an earlier Closing), then as of such earlier date), that:


 


 Section 5.1. Organization;
Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification
is required by law, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to
perform the provisions hereof and thereof.


 


 Section 5.2. Authorization, Etc.
This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


 Section 5.3. Disclosure. (a) The
Company, through its agent, Goldman Sachs, has delivered to each Purchaser a copy of an Investor Presentation dated March 2022 (the “Presentation”),
relating to the transactions contemplated hereby in connection with the Series 2022A 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 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 March 23, 2022 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 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, 2021, 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.


 




    -7-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


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


 


 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 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.


 


 (b) All of the outstanding shares of capital
stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have
been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Company or another Subsidiary
free and clear of any Lien that is prohibited by this Agreement.


 


 (c) Each Subsidiary is a corporation or
other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization,
and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in
which such qualification is required by law, except where the failure to do so would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except
where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


 (d) No Subsidiary is subject to any legal,
regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed
by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests
of such Subsidiary.


 


 Section 5.5. Financial Statements;
Material Liabilities. The Company has delivered to each 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 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).


 




    -8-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 5.6. Compliance with Laws,
Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company
or any Subsidiary under, any (A) indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other agreement
or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties
may be bound or affected or (B) the corporate charter or by-laws of the Company, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary, or (iii) violate any provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary, in each case, except where any of the foregoing (other than clause (i)(B)
above), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


 Section 5.7. Governmental Authorizations,
Etc. Assuming the accuracy of the representations and warranties of each of the Purchasers of the Notes, no consent, approval or authorization
of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or
performance by the Company of this Agreement or the Notes, other than any filing required under the Exchange Act or the rules or regulations
promulgated thereunder on Form 8-K, Form 10-Q and Form 10-K.


 


 Section 5.8. Litigation; Observance
of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge
of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any
court or before any arbitrator of any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


 (b) Neither the Company nor any Subsidiary
is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any
order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (iii) in violation of
any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or
any of the other laws and regulations that are referred to in Section 5.16), which default or violation would, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 




    -9-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 5.9. Taxes. The Company
and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and
assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary,
as the case may be, has established adequate reserves in accordance with GAAP.


 


 Section 5.10. Title to Property;
Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the
aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5
or purported to have been acquired by the Company or any Subsidiary after such date (except as sold or otherwise disposed of in the ordinary
course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate
are Material are valid and subsisting and are in full force and effect in all material respects.


 


 Section 5.11. Licenses, Permits,
Etc. (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights,
proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material,
without known conflict with the rights of others, except for any such conflicts that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


 (b) To the best knowledge of the Company,
no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization,
patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any
such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


 (c) To the best knowledge of the Company,
there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any license, permit,
franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by
the Company or any of its Subsidiaries.


 


 Section 5.12. Compliance with Employee
Benefit Plans. (a) All Plans have been established, operated, administered and maintained in compliance with all laws, regulations
and orders applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All
premiums, contributions and any other amounts required by applicable Plan documents or applicable laws to be paid or accrued by the Company
and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably expected
to have a Material Adverse Effect.


 




    -10-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) The Company and its ERISA Affiliates
have not incurred any obligation in connection with the termination of or withdrawal from any Plan that individually or in the aggregate
would be expected to have a Material Adverse Effect.


 


 (c) The execution and delivery of this
Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406
of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation
by the Company to each Purchaser in the first sentence of this Section 5.12(c) is made in reliance upon and subject to the accuracy
of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the
Notes to be purchased by such Purchaser.


 


 Section 5.13. Private Offering
by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2022A Notes or any substantially similar
debt Securities for sale to, or solicited any offer to buy the Series 2022A Notes or any substantially similar debt Securities from,
or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 81 other Institutional
Investors, each of which has been offered the Series 2022A 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 2022A 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 2022A Notes hereunder as described in Schedule
5.14. No part of the proceeds from the sale of the Series 2022A 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.


 


 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 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 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.


 




    -11-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) Except as disclosed in Schedule 5.15
(as may be updated by the Company from time to time), neither the Company nor any Subsidiary has agreed or consented to cause or permit
any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit
in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject
to a Lien that secures Indebtedness.


 


 (c) Neither the Company nor any Subsidiary
is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary,
any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount
of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15 (as
may be updated by the Company from time to time).


 


 Section 5.16. Foreign Assets Control
Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person or Canada Blocked Person,
(ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions
that have been imposed by Canada, the United Nations or the European Union.


 


 (b) Neither the Company nor any Controlled
Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws,
Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is
under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Canadian Economic Sanctions
Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.


 


 (c) No part of the proceeds from the sale
of the Notes hereunder:


 


 (i) constitutes or will constitute
funds obtained on behalf of any Blocked Person or Canada Blocked Person or will otherwise be used by the Company or any Controlled Entity,
directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person or Canada
Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or Canadian
Economic Sanctions or (C) otherwise in violation of any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws;


 


 (ii) will be used, directly or
indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or


 


 (iii) will be used, directly
or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty
in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause
any Purchaser to be in violation of, any applicable Anti-Corruption Laws.


 




    -12-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (d) The Company has established procedures
and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each
Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Canadian Economic Sanctions
Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.


 


 Section 5.17. [Reserved].


 


 Section 5.18. Environmental Matters.
(a) Neither the Company nor any Subsidiary has received any written claim and no proceeding has been instituted asserting any claim
against the Company or any of its Subsidiaries or with respect to any real property now or formerly owned, leased or operated by any of
them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as would not reasonably
be expected to result in a Material Adverse Effect.


 


 (b) Neither the Company nor any Subsidiary
has knowledge of any facts which would reasonably be expected to give rise to any claim, public or private, of violation of or liability
under Environmental Laws by the Company or any Subsidiary, except, in each case, such as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


 (c) Neither the Company nor any Subsidiary
has handled, stored, or disposed of any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them
in a manner which has violated any Environmental Law that would, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect.


 


 (d) Neither the Company nor any Subsidiary
has had a release of any Hazardous Materials in a manner which would reasonably be expected to give rise to liability under any Environmental
Law that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


 Section 5.19. Investment Company
Act. (a) The Company has elected to be regulated as a “business development company” within the meaning of the Investment
Company Act and has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code commencing with its
taxable year ended December 31, 2020.


 


 (b) The business and other activities of
the Company and its Subsidiaries, including the issuance of the Notes hereunder, the application of the proceeds and repayment thereof
by the Company and the consummation of the transactions contemplated by this Agreement do not result in a violation or breach in any material
respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case
that are applicable to the Company and its Subsidiaries.


 




    -13-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (c) The Company is in compliance in all
respects with the Investment Policies, except to the extent that the failure to so comply would not reasonably be expected to have a Material
Adverse Effect.


 


Section 6. Representations
of the Purchasers.


 


 Section 6.1. Purchase for Investment.
(a) Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained
by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided
that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control.
Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant
to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is not required to register the Notes.


 


 (b) Each Purchaser severally understands
and agrees that it will not transfer the Notes or any part or portion thereof held by it (i) to any Person who is not an Institutional
Investor or who is a Competitor or (ii) in violation of applicable law.


 


 Section 6.2. Source of Funds.
Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds
(a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser
hereunder:


 


 (a) the Source is an “insurance
company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption
(“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance
companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf
of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on
behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same
employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive
of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;
or


 


 (b) the Source is a separate
account of an insurance company that is maintained solely in connection with such Purchaser’s fixed contractual obligations of the
insurance company under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest
in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner
by the investment performance of the separate account;


 


 (c) the Source is either (i) an
insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning
of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit
plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated
to such pooled separate account or collective investment fund;


 




    -14-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (d) the Source constitutes assets
of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by
a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee
benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee
benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption)
of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed
by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling
or controlled by the QPAM (applying the definition of “control” in Section VI(e) of the QPAM Exemption) maintains an ownership
interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of
the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment
fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more
of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d);


 


 (e) the Source constitutes assets
of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by
an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions
of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM
(applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company
and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have
been disclosed to the Company in writing pursuant to this clause (e); or


 


 (f) the Source is a governmental
plan;


 


 (g) the Source is one or more
employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been heretofore
disclosed to the Company in writing pursuant to this clause (g); or


 


 (h) the assets of the Source
do not and will not constitute “plan assets” of any employee benefit plan, as determined in accordance with Section 3(42)
of ERISA and the regulations thereunder.


 




    -15-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


As used in this Section 6.2, the terms “employee
benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to
such terms in Section 3 of ERISA.


 


 Section 6.3. Investment Experience;
Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally
represents that such Person (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or
together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of this investment and make an informed decision to so invest and has so evaluated and analyzed the risks and merits
of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment,
(d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity,
pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the
Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2021, (iii) such other
disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary in connection
with the purchase of the Notes and (iv) has not received any other information, whether orally or in writing, contrary to the information
in this sub-clause (e), (f) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business
and its financial condition as such Purchaser has deemed appropriate in connection with its purchase of the Notes and to receive satisfactory
answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning
of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities
Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s
property shall at all times be within such Person’s control).


 


 Section 6.4. Authorization.
Each Purchaser severally represents that (a) it has full power and authority to enter into this Agreement and (b) this Agreement, when
executed and delivered by such Purchaser, will constitute valid and legally binding obligations of such Purchaser, enforceable in accordance
with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies.


 


 Section 6.5. Reliance. Each
Purchaser severally (a) acknowledges that Goldman Sachs, as placement agent for the Notes, may rely on the representations and warrants
of such Purchaser contained in this Section 6 as if it were a party to this Agreement; (b) represents and warrants that such Purchaser
is not relying upon, and has not relied upon, any statement, representation or warranty made by Goldman Sachs, any of its Affiliates or
any of its or their Control persons, officers, directors or employees, in making its investment or decision to invest in the Company;
and (c) agrees (for itself and for each account for which such Purchaser is acquiring the Notes) that none of Goldman Sachs, any of its
Affiliates or any of its or their Control persons, officers, directors or employees shall be liable to any Purchaser in connection with
its purchase of the Notes, 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.


 




    -16-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 7. Information
as to Company.


 


 Section 7.1. Financial and Business
Information. The Company shall deliver to each Purchaser and each holder of a Note that, in each case, is an Institutional Investor:


 


 (a) Quarterly Statements
— within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s
Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject
to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last
quarterly fiscal period of each such fiscal year), duplicate copies of:


 


 (i) a consolidated balance sheet
of the Company and its consolidated subsidiaries as at the end of such quarter, and


 


 (ii) consolidated statements of
operations, changes in net assets and cash flows of the Company and its consolidated subsidiaries, for such quarter and/or (in the case
of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter,


 


setting forth in each case in comparative
form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally (other than absence of footnotes and year-end adjustments), and certified by a
Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company and its consolidated subsidiaries
being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;


 


 (b) Annual Statements
— within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s
Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to
the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of:


 


 (i) a consolidated balance sheet
of the Company and its consolidated subsidiaries as at the end of such year, and


 


 (ii) consolidated statements of
operations, changes in net assets and cash flows of the Company and its consolidated subsidiaries for such year,


 


setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon (without a “going concern” qualification or exception as to the Company (other than as a result of the impending maturity
or any prospective default under any credit agreement of the Company, including this Agreement and the Notes) and without any qualification
or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing,
which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies
being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination
of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards,
and that such audit provides a reasonable basis for such opinion in the circumstances;


 




    -17-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (c) SEC and Other Reports
— promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy statement or similar
document sent by the Company or any Subsidiary to its public Securities holders generally, and (ii) each regular or periodic report,
each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto
filed by the Company with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary
to the public concerning developments that are Material;


 


 (d) Notice of Event of Default
— promptly, and in any event within 5 Business Days after a Responsible Officer becoming aware of the existence of any Default or
Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person
has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice
specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;


 


 (e) Employee Benefits Matters
— promptly, and in any event within 5 Business Days, after a Responsible Officer becoming aware of any of the following, a written
notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:


 


 (i) with respect to any Plan, any
reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, that could reasonably be expected to result
in Material liability to the Company and for which notice thereof has not been waived pursuant to such regulations as then in effect;


 


 (ii) the taking by the PBGC of
steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;


 


 (iii) any event, transaction or
condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any
of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise
tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be
expected to have a Material Adverse Effect; or


 




    -18-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (iv) receipt of notice by the Company
or any ERISA Affiliate of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other
liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;


 


 (f) Notices from Governmental
Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary
from any Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to
have a Material Adverse Effect or to the extent such notice is required to be disclosed in connection with any regulation or disclosure
obligations under the Securities Act;


 


 (g) Resignation or Replacement
of Auditors — within 10 days following the date on which the Company’s auditors resign or the Company elects to change
auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;


 


 (h) Requested Information
— with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition,
assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder
and under the Notes as from time to time may be reasonably requested by the Required Holders, to the extent reasonably available
to the Company, or upon request of any holder, the Company will give such individual holder any information to be furnished
upon request to its regulators, to the extent reasonably available to the Company and the provision of such information to the holder
is not otherwise prohibited by applicable law; and


 


 (i) Supplements —
promptly, and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof.


 


 Section 7.2. Officer’s Certificate.
Each set of financial statements delivered to a Purchaser or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall
be accompanied by a certificate of a Senior Financial Officer:


 


 (a) Covenant Compliance
— setting forth the information from such financial statements that is required in order to establish whether the Company was in
compliance with the requirements of Section 10.7, during the quarterly or annual period covered by the financial statements then
being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial
statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage,
as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence.
In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election
is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered
by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from
GAAP with respect to such election;


 




    -19-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) Event of Default —
certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or
her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or
annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed
the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition
or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes
to take with respect thereto; and


 


 (c) Subsidiary Guarantors
— setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to
be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of
Senior Financial Officer.


 


 Section 7.3. Visitation. The
Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor:


 


 (a) No Default —
if no Default or Event of Default then exists and is continuing, at the expense of such Purchaser or such holder and upon at least ten
(10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs,
finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will
not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times
and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may
be exercised only once per calendar year for each holder of a Note; and


 


 (b) Default — if
a Default or Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’
prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine
all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the
Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such reasonable
times and as often as may be reasonably requested.


 




    -20-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 7.4. Electronic Delivery.
Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are
required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (h) and Section 7.2 shall be deemed to have
been delivered if the Company satisfies any of the following requirements with respect thereto:


 


 (a) such financial statements
satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of
Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail at the
e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered
to the Company;


 


 (b) the Company shall have timely
filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(h),
as the case may be, with the SEC on EDGAR and shall have delivered, with respect to Section 7.1(a) or Section 7.1(b), the related Officer’s
Certificate satisfying the requirements of Section 7.2 to each holder of a Note by e-mail;


 


 (c) such financial statements
satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements
of Section 7.2 and any other information required under Section 7.1(c), or any Supplement referred to in Section 7.1(h), as
applicable, is/are timely posted by or on behalf of the Company on Intralinks or on any other similar website to which each holder of
Notes has free access in downloadable, printable form; or


 


 (d) the Company shall have timely
filed any of the items referred to in Section 7.1(c) or Section 7.1(h) with the SEC on EDGAR or shall have made such items available
on its home page on the internet or on Intralinks or on any other similar website to which each holder of Notes has free access in downloadable,
printable form;


 


provided however, that in no case shall
access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement
or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in
the case of any of clauses (b), (c) or (d), the Company shall have given each holder of a Note prior written notice, which may be
by e-mail, included in the Officer’s Certificate delivered pursuant to Section 7.2, or in accordance with Section 18, of such
posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of
such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly
e-mail them or deliver such paper copies, as the case may be, to such holder.


 


Section 8. Payment
and Prepayment of the Notes.


 


 Section 8.1. Maturity. As provided
therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 




    -21-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 8.2. Optional Prepayments
with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time
any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of
a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect
to such principal amount; provided, that at any time on or after April 6, 2026 the Company may, at its option, upon notice as provided
below, prepay all or any part of the Series 2022A Notes at 100% of the principal amount so prepaid, together with accrued interest
to the prepayment date. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2
not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders
agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the
aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified prepayment date.


 


 Section 8.3. Allocation of Partial
Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be
prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment. All prepayments made pursuant to Section 8.8 and 8.9 shall be applied
only to the Notes of the holders who have accepted the offer of prepayment.


 


 Section 8.4. Maturity; Surrender,
Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall
mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such
date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount
when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no
Note shall be issued in lieu of any prepaid principal amount of any Note.


 


 Section 8.5. Purchase of Notes.
The Company will not and will not permit any Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly,
any of the outstanding Notes except:


 


 (a) upon the payment or prepayment
of the Notes in accordance with this Agreement and the Notes or


 




    -22-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) pursuant to an offer to purchase
made by the Company or a Controlled Entity pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions.
Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer,
and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Notes then outstanding
accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by
holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 5 Business
Days from its receipt of such notice to accept such offer. For the avoidance of doubt, no Make-Whole Amount shall be owed in connection
with any prepayment made pursuant to this Section 8.5(b).


 


The Company will promptly cancel all Notes acquired
by it or any Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be
issued in substitution or exchange for any such Notes.


 


 Section 8.6. Make-Whole Amount.


 


“Make-Whole
Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following
meanings:


 


“Called
Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or
has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest
on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied
by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement
Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace
Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”)
having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury
securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by
(i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating
linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury
securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than
such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of
the applicable Note.


 




    -23-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


If such yields are
not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied
by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or
any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of
such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such
Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury
constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury
constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded
to the number of decimal places as appears in the interest rate of the applicable Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months
and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled
due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to
be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued
to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant
to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 




    -24-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 8.7. Payments Due on Non-Business
Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set forth in clause (y), any payment
of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including
the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment
of principal of, or Make-Whole Amount on, any Note (including principal due on the Maturity Date of such Note) that is due on a date that
is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation
of interest payable on such next succeeding Business Day.


 


 Section 8.8. Change in Control.


 


 (a) Notice of Change in Control.
The Company will, within fifteen Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control,
give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes
as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e)
of this Section 8.8.


 


 (b) Offer to Prepay Notes. The offer
to prepay Notes contemplated by subparagraph (a) of this Section 8.8 shall be an offer to prepay, in accordance with and subject
to this Section 8.8, all, but not less than all, the Notes held by each holder (in this case only, “holder” in
respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified
in such offer (the “Section 8.8 Proposed Prepayment Date”). Such date shall be not less than 30 days and not more than
60 days after the date of such offer (if the Section 8.8 Proposed Prepayment Date shall not be specified in such offer, the Section 8.8
Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).


 


 (c) Acceptance/Rejection. A holder
of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be delivered
to the Company not later than 15 Business Days after receipt by such holder of the most recent offer of prepayment. A failure by a holder
of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute rejection of such offer
by such holder.


 


 (d) Prepayment. Prepayment of the
Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest on
such Notes accrued to, but excluding, the date of prepayment, but without Make-Whole Amount or other premium.


 


 (e) Officer’s Certificate.
Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed by a Senior Financial
Officer of the Company and dated the date of such offer, specifying: (i) the Section 8.8 Proposed Prepayment Date; (ii) that
such offer is made pursuant to this Section 8.8; (iii) the principal amount of each Note offered to be prepaid; (iv) the
interest that would be due on each Note offered to be prepaid, accrued to, but excluding, the Section 8.8 Proposed Prepayment Date;
(v) that the conditions of this Section 8.8 have been fulfilled; and (vi) in reasonable detail, the nature and date of
the Change in Control.


 




    -25-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 8.9. Prepayment upon Certain
Events.


 


 (a) Company Level Assets. (i) Prior
to the date of the consummation of an IPO or Merger, each time the Company receives an aggregate amount of net proceeds that is at least
equal to the lesser of (A) $25,000,000 and (B) 10% of the aggregate principal amount of Notes issued under this Agreement, including any
Supplement, (whether or not such Notes remain outstanding) from the repayment or sale, of loans or investments that constitute Company
Level Assets after the later of (x) December 19, 2025 (the “Initial Term”), (y) if the Company’s Board of Directors
elects, in its sole discretion, to extend the Initial Term for up to two consecutive one-year periods following the Initial Term, the
last date to which the Company’s Board of Directors has elected to extend the Initial Term (such date is referred to herein as the
“Extended Term”), and (z) if the Company has previously made an offer to prepay Notes pursuant to this Section 8.9(a),
the last date on which the Company made such offer (such amount, less any amounts necessary, as determined in the sole discretion of the
Company, to be paid by the Company therefrom in the form of a dividend or distribution to the Company’s stockholders in order to
maintain the Company’s eligibility to qualify as a RIC or to avoid the imposition of a federal excise tax on undistributed earnings
under Section 4982 of the Code, the “Section 8.9(a) Proceeds”), within ten (10) Business Days after the date of the
receipt of such Section 8.9(a) Proceeds, the Company must offer to prepay Notes as described in this Section 8.9(a). For the avoidance
of doubt, the Company (or any successor thereto following a Merger) shall have no obligations under this Section 8.9(a), and this Section
8.9(a) shall cease to have any force or effect, on and after the date of the consummation of an IPO or Merger.


 


 (ii) Offer to Prepay Notes. The
offer to prepay Notes contemplated by paragraph (a)(i) of this Section 8.9 shall be an offer to use an amount of cash equal to the Section
8.9(a) Proceeds to prepay, in accordance with and subject to this Section 8.9(a), the Notes held by each holder (in this case only,
“holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on a pro rata basis on a date specified in such offer (the “Section 8.9 Proposed Prepayment Date”).
The Section 8.9 Proposed Prepayment Date shall be not less than fifteen (15) days and not more than 45 days after the date of such offer
(if the Section 8.9 Proposed Prepayment Date shall not be specified in such offer, the Section 8.9 Proposed Prepayment Date shall be the
first (1st) Business Day after the 30th day after the date of such offer).


 


 (iii) Rejection. A holder of the
Notes may accept the offer to prepay made pursuant to this Section 8.9(a) by causing a notice of such acceptance to be delivered to the
Company not later than 10 days after receipt by such holder of the most recent offer of prepayment (or such longer period as the Company
may determine is required by law). A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.9(a)
shall be deemed to constitute a rejection of such offer by such holder.


 


 (iv) Prepayment. Subject to the
foregoing paragraphs (i), (ii) and (iii) of this Section 8.9(a), the Company will use the net proceeds received from the repayment of
the Company Level Asset to prepay on a pro-rata basis the Notes pursuant to this Section 8.9(a) at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to, but excluding, the date of prepayment, but without any Make-Whole Amount or any
other premium.


 




    -26-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (v) Officer’s Certificate.
Each offer to prepay the Notes pursuant to this Section 8.9(a) shall be accompanied by an Officer’s Certificate and dated the date
of such offer, specifying:


 


 (1) the Section 8.9 Proposed
Prepayment Date;


 


 (2) that such offer is made pursuant
to this Section 8.9(a);


 


 (3) the principal amount of each
Note offered to be prepaid;


 


 (4) the interest that would be
due on each Note offered to be prepaid, accrued to, but excluding, the Section 8.9 Proposed Prepayment Date;


 


 (5) that such prepayment would
be made without any Make-Whole Amount or other premium;


 


 (6) the date and method by which
such holder may accept or reject such offer and the address for delivery of such response; and


 


 (7) that the conditions of this
Section 8.9(a) have been fulfilled.


 


 (b) SPV Bank Residual Equity. (i) Prior
to the date of the consummation of an IPO or Merger, each time the Company receives an aggregate amount of net proceeds at least equal
to the lesser of (A) $25,000,000 and (B) 10% of the aggregate principal amount of Notes issued under this Agreement, including any Supplement,
(whether or not such Notes remain outstanding) from the distribution of SPV Bank Residual Equity after the later of (x) the Initial
Term, (y) the Extended Term, and (z) if the Company has previously made an offer to prepay Notes pursuant to this Section 8.9(b),
the last date on which the Company made such offer (such amount, less any amounts necessary, as determined in the sole discretion of the
Company, to be paid by the Company therefrom in the form of a dividend or distribution to the Company’s stockholders in order to
maintain the Company’s eligibility to qualify as a RIC or to avoid the imposition of a federal excise tax on undistributed earnings
under Section 4982 of the Code, the “Section 8.9(b) Proceeds”), within ten (10) Business Days after the date of
the receipt of such Section 8.9(b) Proceeds, the Company must offer to prepay Notes as described in this Section 8.9(b). For the
avoidance of doubt, the Company (or any successor thereto following a Merger) shall have no obligations under this Section 8.9(b), and
this Section 8.9(b) shall cease to have any force or effect, on and after the date of the consummation of an IPO or Merger.


 


 (ii) Offer to Prepay Notes. The
offer to prepay Notes contemplated by paragraph (b)(i) of this Section 8.9 shall be an offer to use an amount of cash equal
to the Section 8.9(b) Proceeds to prepay, in accordance with and subject to this Section 8.9(b), the Notes held by each holder
(in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial
owner shall mean such beneficial owner) on a pro rata basis on the Section 8.9 Proposed Prepayment Date. The Section 8.9 Proposed
Prepayment Date shall be not less than 15 days and not more than 45 days after the date of such offer (if the Section 8.9 Proposed
Prepayment Date shall not be specified in such offer, the Section 8.9 Proposed Prepayment Date shall be the first (1st)
Business Day after the 30th day after the date of such offer).


 




    -27-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (iii) Rejection. A holder of the
Notes may accept the offer to prepay made pursuant to this Section 8.9(b) by causing a notice of such acceptance to be delivered
to the Company not later than 10 days after receipt by such holder of the most recent offer of prepayment. A failure by a holder
of Notes to respond to an offer to prepay made pursuant to this Section 8.9(b) shall be deemed to constitute a rejection of such
offer by such holder.


 


 (iv) Prepayment. Subject to the
foregoing paragraphs (i), (ii) and (iii) of this Section 8.9(b), the Company will use the distribution proceeds received from the SPV
Bank Residual Equity to prepay on a pro-rata basis the Notes pursuant to this Section 8.9(b) at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to, but excluding, the date of prepayment, but without any Make-Whole Amount or any
other premium.


 


 (v) Officer’s Certificate.
Each offer to prepay the Notes pursuant to this Section 8.9(b) shall be accompanied by an Officer’s Certificate and dated the
date of such offer, specifying:


 


 (1) the Section 8.9 Proposed
Prepayment Date;


 


 (2) that such offer is made pursuant
to this Section 8.9(b);


 


 (3) the principal amount of each
Note offered to be prepaid;


 


 (4) the interest that would be
due on each Note offered to be prepaid, accrued to, but excluding, the Section 8.9 Proposed Prepayment Date;


 


 (5) that such prepayment would
be made without any Make-Whole Amount or other premium;


 


 (6) the date and method by which
such holder may accept or reject such offer and the address for delivery of such response; and


 


 (7) that the conditions of this
Section 8.9(b) have been fulfilled.


 


Section 9. Affirmative
Covenants.


 


The Company covenants that
so long as any of the Notes are outstanding:


 


 Section 9.1. Compliance with Laws.
Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject (including Environmental Laws, the USA PATRIOT Act and the other laws
and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing,
the Company will, and will cause its Subsidiaries to, conduct its business and other activities in compliance in all Material respects
with the applicable provisions of the Investment Company Act and any applicable rules, regulations or orders issued by the SEC thereunder.


 




    -28-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 9.2. Insurance. The
Company will, and will cause each of its Subsidiaries to, maintain insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance,
if adequate reserves are maintained with respect thereto) as is customary in the case of entities engaged in the same or a similar business
and similarly situated.


 


 Section 9.3. Maintenance of Properties.
The Company will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, maintain and keep, or cause to be maintained
and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business
carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent
the Company or any Subsidiary (other than any Immaterial Subsidiary) from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


 Section 9.4. Payment of Taxes and
Claims. The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges,
or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable
and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties
or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment,
charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely
basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance
with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and
claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


 Section 9.5. Corporate Existence,
Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect.
Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each
of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its
Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect
such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. For the avoidance
of doubt, this covenant shall not be breached by the consummation of the TPVG Transaction.


 




    -29-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 9.6. Books and Records.
The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and
all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary,
as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable
detail, accurately reflect all transactions and dispositions of assets. The Company and its Subsidiaries have devised a system of internal
accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect
all transactions and dispositions of assets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such
system.


 


 Section 9.7. Subsidiary Guarantors.
(a) The Company will cause each of its Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable
at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material
Credit Facility for which the Company is a borrower or guarantor to concurrently therewith:


 


 (i) enter into (A) an agreement
in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis
with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the
Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses
payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each
and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or
discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty; and


 


 (ii) deliver the following to
each holder of a Note:


 


 (A) an executed counterpart of
such Subsidiary Guaranty or a joinder thereto;


 


 (B) a certificate signed by an
authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect,
mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6 and 5.7 of this Agreement (but with respect to such Subsidiary
and such Subsidiary Guaranty rather than the Company);


 


 (C) all documents as may be reasonably
requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such
Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary
Guaranty and the performance by such Subsidiary of its obligations thereunder; and


 




    -30-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (D) an opinion of counsel reasonably
satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders
may reasonably request.


 


(b) At
the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its
obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without
the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor
is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released
and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty)
under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default
shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary
Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or
its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility
specifically for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and
(v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through
(iv).


 


(c) Notwithstanding
anything to the contrary herein, in no event shall an Excluded Subsidiary or a Foreign Subsidiary be required to be a Subsidiary Guarantor.


 


 Section 9.8. Rating Confirmation.
The Company covenants and agrees that, at its sole cost and expense, it shall cause to be maintained at all times a Rating from at least
one Acceptable Rating Agency that indicates that it will monitor the rating on an ongoing basis. No later than April 6th of
each year (beginning on April 6, 2023), the Company further covenants and agrees it shall provide a notice to each of the holders of the
Notes sent in the manner provided in Section 18 with respect to all then-current Ratings.


 


 Section 9.9. Status of RIC and
BDC. The Company shall at all times, subject to applicable grace periods set forth in the Code, maintain its status as a RIC, and
as a “business development company” under the Investment Company Act.


 


 Section 9.10. Investment Policies.
The Company shall at all times be in compliance with its Investment Policies, except to the extent that the failure to so comply would
not reasonably be expected to result in a Material Adverse Effect.


 




    -31-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 10. Negative
Covenants.


 


The Company covenants that
so long as any of the Notes are outstanding:


 


 Section 10.1. Transactions with
Affiliates. The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group
of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Company or any of its subsidiaries), except


 


 (a) in the ordinary course and
pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms
no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person
not an Affiliate;


 


 (b) transactions with Affiliates
in connection with the agreements set forth in Schedule 10.1;


 


 (c) transactions with one or
more Affiliates (including co-investments) as permitted by any SEC exemptive order (as may be amended from time to time), any no-action
letter or as otherwise permitted by applicable law, rule or regulation or SEC staff interpretations thereof or based on advice of counsel;


 


 (d) transactions between or among,
on the one hand, the Company and/or any of its Subsidiaries, and, on the other hand, any SBIC Subsidiary or any “downstream affiliate”
(as such term is used under the rules promulgated under the Investment Company Act) of the Company and/or any of its Subsidiaries at prices
and on terms and conditions, taken as a whole, not materially less favorable to the Company and/or such Subsidiaries than in good faith
is believed could be obtained on an arm’s-length basis from unrelated third parties,


 


 (e) a transaction that has been
approved by a majority of the independent directors of the board of directors of the Company;


 


 (f) any Investment that results
in the creation of an Affiliate;


 


 (g) customary compensation to
Affiliates in connection with investment advisory, administration, financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the members
of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors of the Company
in good faith;


 


 (h) transactions and payments
required under the definitive agreement for any acquisition or Investment permitted under this Agreement (to the extent any seller, employee,
officer or director of an acquired entity becomes an Affiliate in connection with such transaction);


 


 (i) the payment of customary
fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing
body), officers, employees, members of management, managers, consultants, investment advisers, administrative service providers and independent
contractors of the Company and/or any of its direct or indirect subsidiaries in the ordinary course of business;


 




    -32-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (j) transactions with customers,
clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in
the ordinary course of business, which are (i) fair to the Company and/or the applicable Subsidiary in the good faith determination of
the board of directors (or similar governing body) of the Company or the senior management thereof or (ii) on terms at least as favorable
as might reasonably be obtained from a Person other than an Affiliate;


 


 (k) the Company may issue and
sell Equity Interests to its Affiliates; and


 


 (l) the TPVG Transaction.


 


 Section 10.2. Merger, Consolidation,
Fundamental Changes, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any
other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to
any Person except:


 


 (a) in the case of any such transaction
involving the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance,
transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation
or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of
Columbia), and, if the Company is not such corporation or limited liability company, (i) such corporation or limited liability company
shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each
covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to
be delivered to each holder of any Notes an opinion of nationally recognized outside legal counsel, or other outside legal counsel reasonably
satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance
with their terms and comply with the terms hereof;


 


 (b) in the case of any such transaction
involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires
by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be,
shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation or limited
liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United
States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor is not such corporation or limited
liability company, (A) such corporation or limited liability company shall have executed and delivered to each holder of Notes its
assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary
Guarantor and (B) the Company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized outside
legal counsel, or other outside legal counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;


 




    -33-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (c) the Equity Interests of any
Subsidiary Guarantor may be sold, transferred or otherwise disposed of to an Obligor;


 


 (d) any Subsidiary Guarantor
may be liquidated or dissolved; provided that (i) in connection with such liquidation or dissolution, any and all
of the assets of such Subsidiary Guarantor shall be distributed or otherwise transferred to an Obligor and (ii) the Company determines
in good faith that such liquidation is in the best interests of the Company and is not materially disadvantageous to the holders of the
Notes;


 


 (e) the Obligors may convey,
sell, transfer or otherwise dispose of all or substantially all of their assets to a Financing Subsidiary;


 


 (f) in the cases of clauses (a)
and (b)(2) above, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction
in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation
that is reasonably acceptable to the Required Holders;


 


 (g) in the case of clauses (a)
and (e) above, immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred
and be continuing and the Company shall deliver to the holders of the Notes a certificate of a Senior Financial Officer to such effect;
and


 


 (h) the Company or any Subsidiary
Guarantor may transfer assets to a Financing Subsidiary for the sole purpose of facilitating the transfer of assets from one Financing
Subsidiary (or a Subsidiary that was a Financing Subsidiary immediately prior to such disposition) to another Financing Subsidiary, directly
or indirectly through such Obligor.


 


No such conveyance, transfer or lease of substantially
all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor,
as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed
in this Section 10.2, from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the
Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially
all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b)
in connection with or immediately following such conveyance, transfer or lease.


 


 Section 10.3. Line of Business.
The Company will not and will not permit any Subsidiary (other than any Immaterial Subsidiary) to engage in any business if, as a result,
the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of
this Agreement as described in the Presentation, including the documents incorporated therein by reference to the Company’s Exchange
Act filings.


 




    -34-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 10.4. Economic Sanctions,
Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled
by a Blocked Person or Canada Blocked Person), own or control a Blocked Person or Canada Blocked Person or (b) directly or indirectly
have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds
of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder
to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or
subject to sanctions under any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws.


 


 Section 10.5. Liens. The Company
will not and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or permit to exist (upon the happening
of a contingency or otherwise) any Lien on or with respect to any property or asset (including any document or instrument in respect of
goods or accounts receivable) of the Company or any such Subsidiary Guarantor, whether now owned or held or hereafter acquired, or any
income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:


 


 (a) any Lien on any property
or asset of the Company or a Subsidiary Guarantor existing on the date of this Agreement and set forth in Schedule 10.5, provided that
(i) no such Lien shall extend to any other property or asset of the Company or any of its Subsidiaries, and (ii) any such Lien
shall secure only those obligations which it secures on the date of this Agreement and extensions, renewals and replacements thereof that
do not increase the outstanding principal amount thereof (except by an amount equal to unpaid accrued interest, fees and expenses applicable
thereto and by an amount equal to any existing commitments unutilized thereunder);


 


 (b) Liens imposed by any Governmental
Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;


 


 (c) Liens of clearing agencies,
broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only
to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase
or sale, and not any obligation in connection with margin financing;


 


 (d) Liens imposed by law, such
as materialmen’s, mechanics’, carriers’, workmens’, storage, landlord, and repairmen’s Liens and other similar
Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) not yet due or
that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the
books of the Company or any of its direct or indirect subsidiaries in accordance with GAAP;


 




    -35-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (e) Liens incurred or pledges
or deposits made to secure obligations incurred to secure public or statutory obligations;


 


 (f) Liens securing the performance
of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other
than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in
the ordinary course of business;


 


 (g) Liens arising out of judgments
or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not
constitute an Event of Default;


 


 (h) customary rights of setoff
and liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary
course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions
with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such
custodian in the ordinary course of business, in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities,
charges for returning items and other similar obligations;


 


 (i) Liens arising solely from
precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions;


 


 (j) zoning restrictions, easements,
rights-of-way, encroachments, protrusions, licenses, or other restrictions on, and other minor defects or irregularities affecting, the
use of any real estate (including leasehold title), in each case which do not interfere with or affect in any Material respect the ordinary
course conduct of the business of the Company and the Subsidiary Guarantors;


 


 (k) purchase money Liens on specific
equipment and fixtures provided that (i) such Liens only attach to such equipment and fixtures, (ii) the Indebtedness secured thereby
is incurred in the ordinary course of business to finance equipment and fixtures and (iii) the Indebtedness secured thereby does not exceed
the lesser of the cost and the fair market value of such equipment and fixtures at the time of the acquisition thereof;


 


 (l) deposits of money securing
leases to which the Company or any Subsidiary is a party as lessee made in the ordinary course of business;


 


 (m) Liens consisting of any (i)
interest or title of a lessor or sub-lessor under any lease of real estate not prohibited hereunder, (ii) landlord lien permitted by the
terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor or sub-lessor may be subject or (iv)
subordination of the interest of the lessee or sub-lessee under such lease to any restriction or encumbrance referred to in the preceding
clause (iii);


 




    -36-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (n) Liens (i) solely on any cash
earnest money deposits made by the Company and/or any of its Subsidiaries in connection with any letter of intent or purchase agreement
with respect to any Investment permitted hereunder or (ii) consisting of an agreement to dispose of any property;


 


 (o) Liens securing obligations
(other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered
into in the ordinary course of business of the Company and/or any Subsidiary;


 


 (p) leases, licenses, subleases
or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any Material respect with the business
of the Company and its Subsidiaries or (ii) secure any Indebtedness;


 


 (q) Liens on Securities that
are the subject of repurchase agreements constituting permitted Investments arising out of such repurchase transaction;


 


 (r) Liens arising (i) out of
conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of
business or (ii) by operation of law under Article 2 of the UCC (or similar law of any jurisdiction);


 


 (s) Liens in favor of any Obligor;


 


 (t) Liens securing obligations
under Swap Contracts entered into in the ordinary course of the Company’s or any of its subsidiaries’ business for financial
planning and not for speculative purposes;


 


 (u) (i) Liens on Equity
Interests of joint ventures or non-Obligors securing capital contributions to, or obligations of, such Persons and (ii) customary rights
of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Obligors;


 


 (v) Liens on cash or Cash Equivalents
arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


 (w) any encumbrance or restriction
assumed in connection with an acquisition of the property or Equity Interests of any Person, so long as such encumbrance or restriction
relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created
in connection with or in anticipation of such acquisition;


 


 (x) any right of offset, banker’s
lien, security interest or other like right against any Portfolio Investments held by a custodian;


 


 (y) Liens on Equity Interests
in any SBIC Subsidiary created in favor of the SBA or its designee;


 




    -37-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (z) Liens on Equity Interests
in any Financing Subsidiaries in favor of and required by any lender providing third-party financing to such Financing Subsidiary;


 


 (aa) prior to release of the
relevant escrow, Liens on cash or Cash Equivalents (and the related escrow accounts) constituting the proceeds, and the related prefunding
of interest, premiums and other customary amounts, from an issuance into (and pending the release from) escrow,


 


 (bb) Liens securing collateral
posted as margin to secure obligations under any Indebtedness so long as, after giving pro forma effect to such Liens, the Company is
in compliance with Section 10.7;


 


 (cc) Liens on Special Equity
Interests included in the Investments of the Company or any of its subsidiaries but only to the extent securing obligations in the manner
provided in the definition of “Special Equity Interests”;


 


 (dd) other Liens on assets securing
Indebtedness of the Company so long as, (i) after giving pro forma effect to such Liens, the Company is in compliance with Section 10.7
and (ii) in the event that the aggregate principal amount of the Indebtedness secured by such Liens exceeds $25,000,000, the Notes
(and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant
to documentation reasonably acceptable to the Required Holders in substance and in form, including an intercreditor agreement and opinions
of counsel to the Company from counsel that is reasonably acceptable to the Required Holders; and


 


 (ee) Liens on assets securing
other obligations in an aggregate principal amount at any time outstanding not to exceed $500,000.


 


 Section 10.6. Restricted Payments.
The Company will not, nor will it permit any of its Subsidiary Guarantors to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except that any Obligor may declare and pay:


 


 (a) dividends with respect to
the capital stock of the Company or such Subsidiary Guarantor (including, for the avoidance of doubt, pursuant to any distribution or
dividend reinvestment plan of the Company or such Subsidiary Guarantor) to the extent payable in additional shares of the stock, units
or interests or the Company or such Subsidiary Guarantor;


 


 (b) Restricted Payments to the
Company or any Subsidiary Guarantor or, other than the Company, to each other owner of Equity Interests of such Subsidiary Guarantor based
on their relative ownership interests;


 


 (c) Restricted Payments in or
with respect to any taxable year of the Company (or any calendar year, as relevant) in amounts not to exceed 125% of the higher of (x)
the Net Investment Income of the Company for the applicable year determined in accordance with GAAP and as specified in the annual financial
statements most recently delivered pursuant to Section 7.1(b) and (y) for so long as the Company maintains its status as a RIC
under the Code, the amounts that are required to be distributed to: (i) allow the Company to satisfy the minimum distribution requirements
that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a RIC for any
such taxable year, (ii) reduce to zero for any such taxable year the Company’s liability for federal income taxes imposed on
(A) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) and (B) its net capital
gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company’s liability
for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto);


 




    -38-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (d) any settlement in respect
of a conversion feature in any convertible security that may be issued by such Obligor to the extent made through the delivery of common
stock (except in the case of interest (which may be payable in cash));


 


 (e) Restricted Payments to pay
general administrative costs and expenses (including corporate overhead, legal or similar expenses and payments to directors, investment
advisers, administrators and/or consultants of any Obligor or any of its subsidiaries) and franchise fees and taxes and similar fees,
taxes and expenses required to enable the recipient of such Restricted Payment to maintain its organizational existence or qualification
to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any
reasonable and customary indemnification claims made by directors, officers, members of management, managers, or consultants of any such
recipient, in each case, to the extent attributable to the ownership or operations of the Company and its subsidiaries;


 


 (f) Restricted Payments to finance
or acquire any Investment permitted hereunder;


 


 (g) Restricted Payments to current
or former directors, managers or consultants of any Obligor or any of its subsidiaries;


 


 (h) Restricted Payments to enable
the recipient of such Restricted Payment to make cash payments in lieu of the issuance of fractional shares in connection with the exercise
of warrants, options or other securities convertible into or exchangeable for Equity Interests of such recipient;


 


 (i) Restricted Payments for the
repurchase of Equity Interests upon the exercise of warrants, options or other securities convertible into or exchangeable for Equity
Interests if such Equity Interests represents all or a portion of the exercise price of, or tax withholdings with respect to, such warrants,
options or other securities convertible into or exchangeable for Equity Interests as part of a “cashless” exercise;


 


 (j) to the extent constituting
a Restricted Payment, any other transaction permitted under Section 10;


 




    -39-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (k) any dividend or consummation
of any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto,
as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions
hereof;


 


 (l) any Restricted Payments in
connection with the TPVG Transaction; and


 


 (m) any Restricted Payments,
so long as (i) as of the date of such Restricted Payment, no Event of Default has occurred and is continuing and (ii) after giving pro
forma effect to such Restricted Payment, the Company is in compliance with Section 10.7.


 


 Section 10.7. Certain Financial
Covenants.


 


 (a) Asset Coverage Ratio. The Company
will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.50 to 1.00.


 


 (b) Interest Coverage Ratio. The
Company will not permit the Interest Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.25 to 1.00.


 


 (c) Minimum Shareholders’ Equity.
The Company will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Company to be less than $219,762,000
plus 65% of the net proceeds of the sale of Equity Interests by the Company and its Subsidiaries after December 31, 2021.


 


Section 11. Events
of Default.


 


An “Event of Default”
shall exist if any of the following conditions or events shall occur and be continuing:


 


 (a) the Company defaults in the
payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise;


 


 (b) the Company defaults in the
payment of any interest on any Note for more than five Business Days after the same becomes due and payable;


 


 (c) (i) the Company defaults
in the performance of or compliance with any term contained in Section 10.7(a), (b) or (c), or (ii) any covenant in a Supplement
which specifically provides that it shall have the benefit of this paragraph (c);


 


 (d) the Company or any Subsidiary
Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a),
(b) and (c)), in any Supplement or in any Subsidiary Guaranty and such default is not remedied within 30 days after the earlier of (i) a
Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from
any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this
Section 11(d));


 




    -40-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (e) (i) any representation
or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any Supplement or in
any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect
on the date as of which made or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or
by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or in any writing furnished in connection with such Subsidiary
Guaranty proves to have been false or incorrect in any material respect on the date as of which made;


 


 (f) (i) the Company or any
Subsidiary Guarantor is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole
amount or interest on any Indebtedness for borrowed money that is outstanding in an aggregate principal amount of at least the Default
Threshold beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary Guarantor is in default
in the performance of or compliance with any financial or negative covenant (other than (1) any default set forth in clause
(f)(i) above, or (2) any default that is immaterial to the operations or performance of the Company or such Subsidiary Guarantor
and that is not reasonably likely to have a material impact on the operations or performance of the Company or such Subsidiary Guarantor)
of any evidence of any Indebtedness for borrowed money in an aggregate outstanding principal amount of at least the Default Threshold
or of any mortgage, indenture or other agreement relating thereto, and, in each case, as a consequence of such default such Indebtedness
has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its
stated maturity or before its regularly scheduled dates of payment, or (iii) the Company or any Subsidiary Guarantor is in default
in the performance of or compliance with any other term (or any term excluded under clause (ii)(2) above) of any evidence of any Indebtedness
for borrowed money (including any indenture or mortgage) in an aggregate outstanding principal amount of at least the Default Threshold
or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due
and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) as a consequence of the occurrence
or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness
into equity interests), the Company or any Subsidiary Guarantor has become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least the Default Threshold;
provided that this clause (f) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale
or transfer of the property or assets securing such Indebtedness, the net cash proceeds of which are used to repay such Indebtedness within
thirty (30) days after such sale or transfer; or (2) convertible debt that becomes due as a result of a conversion or redemption event,
other than as a result of an “event of default” (as defined in the documents governing such convertible debt);


 




    -41-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (g) the Company or any Significant
Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files,
or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition
in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of
any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing;


 


 (h) a court or other Governmental
Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries,
a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy
or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of
its Significant Subsidiaries and such petition shall not be dismissed within 60 days;


 


 (i) any event occurs with respect
to the Company or any Significant Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Section 11(g)
or Section 11(h), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the
relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or Section 11(h);


 


 (j) one or more final judgments
or orders for the payment of money aggregating in excess of the Judgment Default Threshold, including any such final order enforcing a
binding arbitration decision, are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are
not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration
of such stay;


 


(k) if (i) any
Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards
or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042
to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan
may become a subject of any such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the
meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA, (iv) the
aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current value of the assets
of such Non-U.S. Plans allocable to such liabilities, (v) the Company or any ERISA Affiliate shall have incurred or is reasonably
expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating
to employee benefit plans, (vi) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Company
or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner
that would increase the liability of the Company or any Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer
or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court
orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiary becomes subject to the
imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity
or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above,
either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.
As used in this Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in section 3 of ERISA;





 


 (l) (i) any Subsidiary Guaranty
of any Subsidiary Guarantor that is a Significant Subsidiary shall cease to be in full force and effect (other than in accordance with
its terms) in any material respect, (ii) any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest
in any manner the validity, binding nature or enforceability of any Subsidiary Guaranty, or (iii) the obligations of any Subsidiary Guarantor
under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Subsidiary
Guaranty, except in the cases of clauses (l)(i) and (ii) above pursuant to a transaction permitted hereunder; or


 






    -42-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (m) either of James P. Labe or
Sajal K. Srivastava cease to be involved in the operations of the Company, unless the Company shall have within a reasonable period of
time (which, for the avoidance of doubt, shall be no less than 120 days or, in the case of death or disability, 150 days) obtained a successor
of at least comparable background, experience and ability who is reasonably acceptable to the Required Holders.


 


Section 12. Remedies
on Default, Etc.


 


 Section 12.1. Acceleration.
(a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default
described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause
encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately
due and payable.


 


(b) If any other Event of Default has occurred
and is continuing, the Super-Majority Holders may at any time at their option, by notice or notices to the Company, declare all the Notes
then outstanding to be immediately due and payable.





 


 (c) If any Event of Default described in
Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such
Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them
to be immediately due and payable.


 


Upon any Notes becoming due
and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid
principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate)
and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every
case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties
hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except
as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes
are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right
under such circumstances.


 


 Section 12.2. Holder Action.
Each Purchaser and each holder of a Note agrees that it shall not take or institute any actions or proceedings, judicial or otherwise,
for any right or remedy against the Company or any Subsidiary Guarantor or any other obligor under this Agreement, any Subsidiary Guaranty
or any of the Notes (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other
rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any property
of any Obligor, except as provided in Section 12.1(a) and Section 12.1(c), without the prior written consent of the Super-Majority Holders.
The provisions of this Section 12.2 are for the sole benefit of the holders of the Notes and shall not afford any right to, or constitute
a defense available to, the Obligors.


 


 Section 12.3. Rescission. At
any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice
to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest
on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason
of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable
law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid
any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment
of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17,
and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.


 


 Section 12.4. No Waivers or Election
of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power
or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or
remedy conferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive of any other right,
power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting
the obligations of the Company under Section 15, the Company will pay on demand such further amount as shall be sufficient to cover all
reasonable and documented out-of-pocket costs and expenses of up to one firm of outside counsel for all of the holders of the Notes collectively
incurred in any enforcement or collection under this Section 12.


 




    -43-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 13. Registration;
Exchange; Substitution of Notes.


 


 Section 13.1. Registration of Notes.
The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes
shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial
owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial
owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement.
Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated
as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.
The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.


 


 Section 13.2. Transfer and Exchange
of Notes. (a) Subject to clause (b) below, any registered holder of a Note or a Purchaser (an “Assigning Party”)
may assign to one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations
under its Note and/or under this Agreement.


 


 (b) Any such assignment or transfer shall
be subject to the following conditions: (i) the Assigning Party shall deliver to the Company a written instrument of transfer duly
executed by the Assigning Party or such Assigning Party’s attorney duly authorized in writing and accompanied by the relevant name,
address and other information for notices of each transferee of such Note or part thereof; provided, that in the event the Assigning
Party shall assign or transfer to a Private Placement Agent which holds the Notes only in connection with its role as an intermediary
in the prompt and expeditious sale in accordance with customary financial market conditions to another purchasing Institutional Investor,
the Assigning Party may instruct such Private Placement Agent to direct the Assignee to provide the Company, in writing, the relevant
name, address and other information for notices of such Assignee; (ii) the Assignee shall have made the representations set forth
in Section 6 to the Company as to itself; provided, however, that if disclosure is required by the Purchaser under clause (c),
(d), (e) or (g) of Section 6.2, no transfer of Notes shall be permitted or effective except with the confirmation by the Company (which
confirmation shall not be unreasonably withheld taking in to account the specifics of the applicable disclosure) that the transfer will
not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (iii) an exemption from registration of the Notes under the Securities
Act is available; and (iv) if requested by the Company, the Assigning Party shall have delivered to the Company such legal opinions,
certifications or other evidence to determine that such assignment or transfer is being made in compliance with the Securities Act and
applicable state securities laws, in each case at the sole expense of the Assigning Party.


 




    -44-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (c) Upon satisfaction of the conditions
set forth in clause (b) above and surrender of any Note to the Company at the address and to the attention of the designated officer (all
as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer
accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly
authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note
or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as
provided below), one or more new Notes of the same Series (and of the same tranche if such Series has separate tranches) (as requested
by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered
Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1.1
or attached to the applicable Supplement with respect to any Additional Notes. Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall
have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect
of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of Notes of a tranche, one Note of such tranche may be in a denomination
of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed
to have made the representations set forth in Sections 6.1, 6.2 and 6.3, except as set forth in clause (e)(ii), (iii) and (iv) and (f)
in Section 6.3.


 


 Section 13.3. Replacement of Notes.
Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence
shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation in the form of a lost note affidavit), and


 


 (a) in the case of loss, theft
or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an
original Purchaser or Additional Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or


 


 (b) in the case of mutilation,
upon surrender and cancellation thereof,


 


within 10 Business Days thereafter, the Company
at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series (and of the same tranche if such Series has
separate tranches), dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or
mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.


 




    -45-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 14. Payments
on Notes.


 


 Section 14.1. Place of Payment.
Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be
made in New York, New York at the principal office of the Company in such jurisdiction. The Company (or its agent or sub-agent) may at
any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either
the principal office of the Company, the principal office of the Company’s agent or sub-agent in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.


 


 Section 14.2. Payment by Wire Transfer.
So long as any Purchaser or Additional Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Company (or its agent or sub-agent) will pay all sums becoming due on such Note
for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified
for such purpose below such Purchaser’s name in the Purchaser Schedule or, in the case of any Additional Purchaser, Schedule A attached
to any Supplement to which such Additional Purchaser is a party or by such other method or at such other address as such Purchaser or
Additional Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently
designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or Additional
Purchaser or its nominee, such Person will, at its election, either endorse thereon the amount of principal paid thereon and the last
date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same tranche
pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by a Purchaser or Additional Purchaser under this Agreement or any Supplement and
that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.


 


 Section 14.3. Tax Forms.
Any holder that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Note shall
deliver to the Company, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably
requested by the Company as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any holder, if reasonably requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Company as will enable the Company whether or not such holder is subject to backup withholding or information reporting
requirements (including FATCA). Without limiting the generality of the foregoing, any holder that is a United States Person shall deliver
to the Company on or before the date on which such holder obtains a Note (and from time to time thereafter upon the reasonable request
of the Company), executed copies of IRS Form W-9 certifying that such holder is exempt from U.S. federal backup withholding
tax. Any holder that is a not a United States Person shall deliver to the Company on or before the date on which such holder obtains a
Note (and from time to time thereafter upon the reasonable request of the Company), executed copies of the applicable IRS Form W-8
and any documentation prescribed by applicable law as a basis for claiming exemption (if any) from or a reduction (if any) in U.S. federal
withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company
to determine the withholding or deduction required to be made. If a payment made to a holder under any Note would be subject to U.S. federal
withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company at the time or times
prescribed by law and at such time or times reasonably requested by the Company such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company as may be
necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s
obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. For purposes of this Section 14.3,
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 




    -46-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 15. Expenses,
Etc.


 


 Section 15.1. Transaction Expenses.
Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket
costs and expenses (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’
fees of one special counsel for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of
a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each relevant jurisdiction, each such
counsel to be reasonably acceptable to each Purchaser, Additional Purchaser or holder) incurred by the Purchasers, the Additional Purchasers,
if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment,
waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether
or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or
other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary
Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring
of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection
with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that
such costs and expenses under this clause (c) shall not exceed $3,500 per tranche or Series with a unique Private Placement Number
(PPN). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).


 


The Company will pay, and
will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs
or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser, or other holder
in connection with its purchase of the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense
(but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees
of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as
a whole (each such counsel to be reasonably acceptable to each Purchaser, Additional Purchaser or holder)) or obligation resulting from
the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case,
other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’
fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement
or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder
of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or
omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser
and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note asserted
by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates.


 




    -47-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 15.2. Certain Taxes.
The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery
or the enforcement of this Agreement (including any Supplement), or any Subsidiary Guaranty or the execution and delivery (but not the
transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where the Company or any Subsidiary Guarantor
has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement (including any Supplement), or any Subsidiary
Guaranty or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the
Company pursuant to this Section 15, and will save each holder of a Note to the extent permitted by applicable law harmless against
any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.


 


 Section 15.3. Survival. The
obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement, any Supplement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.


 


Section 16. Survival
of Representations and Warranties; Entire Agreement.


 


All representations and warranties
contained herein or in any Supplement shall survive the execution and delivery of this Agreement, such Supplement and the Notes, the purchase
or transfer by any Purchaser or any Additional Purchaser of any Note or portion thereof or interest therein and the payment of any Note,
and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser
or any Additional Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by
or on behalf of the Company pursuant to this Agreement or any Supplement shall be deemed representations and warranties of the Company
under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement
and understanding between each Purchaser and Additional Purchaser and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.


 


Section 17. Amendment
and Waiver.


 


 Section 17.1. Requirements.


 


 (a) Amendments. This Agreement (including
any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively
or prospectively), only with the written consent of the Company and the Required Holders, except that:


 


 (i) no amendment or waiver of
any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used
in any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or Additional Purchaser
unless consented to by such Purchaser or Additional Purchaser in writing; and


 




    -48-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (ii) no amendment or waiver may,
without the written consent of each Purchaser, Additional Purchaser and the holder of each Note at the time outstanding, (i) subject
to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce
the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, in each
case, with respect to such Series or tranche of Notes; (ii) change the percentage of the principal amount of the Notes the holders of
which are required to consent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence
of Section 8.2 (or such corresponding provision of any Supplement), 11(a), 11(b), 12, 17 or 20.


 


 (b) Supplements. Notwithstanding
anything to the contrary contained herein, the Company may enter into any Supplement providing for the issuance of one or more Series
of Additional Notes consistent with, and in compliance with, Sections 2.2 and 4.14 hereof without obtaining the consent of any holder
of any other Series of Notes.


 


 Section 17.2. Solicitation of Holders
of Notes.


 


 (a) Solicitation. The Company will
provide each Purchaser and holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required,
to enable such Purchaser or such holder to make an informed and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof, any Supplement or of the Notes or any Subsidiary Guaranty. The Company will deliver
executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty
to each Purchaser and holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or
approval of, the requisite Purchasers or holders of Notes.


 


 (b) Payment. The Company will not
directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise,
or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration for or as an inducement to
the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions hereof, any Supplement or
of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit
support concurrently provided, on the same terms, ratably to each Purchaser or holder of a Note even if such Purchaser or holder did not
consent to such waiver or amendment.


 


 (c) Consent in Contemplation of Transfer.
Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a Note that has transferred or has agreed
to transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate or (iii) any other Person in connection with, or in
anticipation of, such other Person acquiring, making a tender offer for or merging with the Company and/or any of its Affiliates, in each
case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected
or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and
the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect
except solely as to such holder.


 




    -49-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 Section 17.3. Binding Effect, Etc.
Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all Purchasers
or holders of Notes and is binding upon them and upon each future Purchaser or holder of any Note and upon the Company without regard
to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of
dealing between the Company and any Purchaser or any holder of a Note and no delay in exercising any rights hereunder or under any Note
or Subsidiary Guaranty shall operate as a waiver of any rights of any Purchaser or any holder of such Note.


 


 Section 17.4. Notes Held by Company,
Etc. Solely for the purpose of determining whether the holders of all or the requisite percentage of the aggregate principal amount
of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty
or the Notes, or have directed the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the
direction of the holders of all or a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly
or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.


 


Section 18. Notices.


 


Except to the extent otherwise
provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy
if the recipient has provided a telecopy number in its notice details and if the sender on the same day sends a confirming copy of such
notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return
receipt requested or priority or express mail with on-line tracking service available (postage prepaid), or (c) by an internationally
recognized overnight delivery service (charges prepaid); provided, that any such notice may be sent by e-mail, provided that, upon
written request of any holder to receive paper copies of such notices or communications, the Company will promptly deliver such paper
copies to such holder:


 


 (i) if to any Purchaser or its
nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address
as such Purchaser or nominee shall have specified to the Company in writing,


 


 (ii) if to any other holder of
any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or


 


 (iii) if to the Company, to the
Company at its address set forth at the beginning hereof to the attention of the President and the Chief Financial Officer with e-mail
addresses of sks@triplepointcapital.com and cmathieu@triplepointcapital.com, or at such other address as the Company shall have specified
to the holder of each Note in writing, in each case, with a copy (which shall not constitute notice) to: Dechert LLP, 1900 K Street NW,
Washington, DC 20006, Attn: Harry S. Pangas, Fax: (202) 261-3333, e-mail: harry.pangas@dechert.com, or


 


 (iv) if to an Additional Purchaser
or such Additional Purchaser’s nominee, to such Additional Purchaser or such Additional Purchaser’s nominee at the address
specified for such communications in Schedule A to any Supplement, or at such other address as such Additional Purchaser or such
Additional Purchaser’s nominee shall have specified to the Company in writing.


 


Notices under this Section 18 will be deemed given
only when actually received. Notwithstanding anything to the contrary contained herein, any notice to be given by the Company (other than
an officer’s certificate) may be delivered by an agent or sub-agent of the Company.


 




    -50-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 19. Reproduction
of Documents.


 


This Agreement and all documents
relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by
any Purchaser or Additional Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and
other information previously or hereafter furnished to any Purchaser or Additional Purchaser, may be reproduced by such Purchaser or Additional
Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser or Additional Purchaser may
destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made by such Purchaser or Additional Purchaser in the regular course of business)
and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest
the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.


 


Section 20. Confidential
Information.


 


For the purposes of this Section 20,
“Confidential Information” means information delivered to any Purchaser or Additional Purchaser by or on behalf of
the Company or any Subsidiary or Excluded Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this
Agreement or any Supplement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser or Additional Purchaser as being confidential information of the Company or such Subsidiary or Excluded Subsidiary,
provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser or Additional
Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser
or Additional Purchaser or any Person acting on such Purchaser’s or Additional Purchaser’s behalf, (c) otherwise becomes
known to such Purchaser or Additional Purchaser other than through disclosure by the Company or any Subsidiary or Excluded Subsidiary
or (d) constitutes financial statements delivered to such Purchaser or Additional Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser or Additional Purchaser will maintain the confidentiality of such Confidential Information in accordance
with procedures adopted by such Purchaser or Additional Purchaser in good faith to protect confidential information of third parties delivered
to such Purchaser and Additional Purchaser, provided that such Purchaser or Additional Purchaser may deliver or disclose Confidential
Information to (i) its affiliates and its and their respective directors, officers, employees (legal and contractual), agents, partners,
attorneys and trustees (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes),
(ii) its auditors, financial advisors, investment advisors and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional
Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it
offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or Additional
Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that
requires access to information about such Purchaser’s or Additional Purchaser’s investment portfolio, or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to such Purchaser or Additional Purchaser, (x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which such Purchaser or Additional Purchaser is a party or (z) if an Event of Default has occurred
and is continuing, to the extent such Purchaser or Additional Purchaser may reasonably determine such delivery and disclosure to be necessary
in the enforcement or for the protection of the rights and remedies under such Purchaser’s or Additional Purchaser’s Notes,
this Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound
by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the
Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement
or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement
with the Company embodying this Section 20.


 




    -51-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


In the event that as a condition
to receiving access to information relating to the Company or its Subsidiaries or Excluded Subsidiaries in connection with the transactions
contemplated by or otherwise pursuant to this Agreement, any Purchaser or Additional Purchaser or holder of a Note is required to agree
to a confidentiality undertaking (whether through Intralinks, another secure website, a secure virtual workspace or otherwise) which is
different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or Additional Purchaser
or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.


 


Section 21. Substitution
of Purchaser.


 


Each Purchaser or Additional
Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such
other Purchaser’s or Additional Purchaser’s Affiliates (other than a Competitor) (a “Substitute Purchaser”)
as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed
by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement
to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the
representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than
in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu
of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted
as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original
Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such
transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21),
shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as
the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes
under this Agreement.


 




    -52-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Section 22. Miscellaneous.


 


 Section 22.1. Successors and Assigns.
All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit
of their respective successors and assigns (including any subsequent holder of a Note) permitted hereby whether so expressed or not, except
that, (i) subject to Section 10.2 and/or (ii) other than in connection with the TPVG Transaction, the Company may not assign or otherwise
transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors
and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


 Section 22.2. Accounting Terms.
(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them
in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall
be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining
compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election
by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards
Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments:
Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such
election had not been made.


 


 (b) If the Company notifies the holders
of the Notes that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the
date hereof in GAAP or in the application thereof on the operation of such provision (or if a holder of the Notes notifies the Company
that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith.


 


 Section 22.3. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.


 


 Section 22.4. Construction, Etc.
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance
with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.


 






    -53-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


Defined terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein)
and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 13, (b) subject
to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the
words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules
shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.


 


 Section 22.5. Counterparts; Electronic
Contracting. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Agreement
and the other documents (other than the Notes).  Delivery of an electronic signature to, or a signed copy of, this Agreement and
such other documents (other than the Notes) by facsimile, e-mail 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. The words “execution,”
“execute”, “signed,” “signature,” and words of like import in or related to any document to be signed
in connection with this Agreement and the other documents (other than the Notes) shall be deemed to include electronic signatures, the
electronic matching of assignment terms and contract formations on electronic platforms approved by the Company, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually
signed counterpart signatures to any document, the Company hereby agrees to use its reasonable endeavors to provide such manually signed
signature pages as soon as reasonably practicable (but in any event within 30 days of such request or such longer period as the requesting
Purchaser and the Company may mutually agree).


 


 Section 22.6. Governing Law.
This Agreement shall be construed and enforced in accordance with, and the rights of the parties 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.


 


 Section 22.7. Jurisdiction and
Process; Waiver of Jury Trial. (a) The Company and each Purchaser irrevocably submits to the non-exclusive jurisdiction
of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding
arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and each Purchaser
and Additional Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is
not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.


 






    -54-


    
	TriplePoint Private Venture Credit Inc.	Note Purchase Agreement

 


    

 


 (b) The Company and each Purchaser and
Additional Purchaser agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding
of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal,
as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to
the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.


 


 (c) The Company and each Purchaser and
Additional Purchaser consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the
nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially
similar form of mail), postage prepaid, return receipt or delivery confirmation requested or on-line tracking service available, to it
at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said
Section. The Company and each Purchaser and Additional Purchaser agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt or on-line confirmation of delivery furnished by the United States Postal Service
or any reputable commercial delivery service.


 


 (d) Nothing in this Section 22.7 shall
affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of
the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


 (e) The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 


*  *  *  *  *


 




    -55-


     


    


 


If you are in agreement with
the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement
shall become a binding agreement between you and the Company.


 


	 	Very truly yours,
	 	 
	 	TriplePoint Private Venture Credit Inc.
	 	 	 
	 	By:	/s/ Sajal K. Srivastava
	 	Name: 	Sajal K. Srivastava
	 	Title:	Chief Investment Officer, President,

 Secretary and Treasurer



 




    Schedule A
(to Note Purchase Agreement)


     


    


 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


	 	MassMutual Ascend Life Insurance Company
	 	 
	 	By:	Barings LLC, as Investment Advisor
	 	 	 
	 	By:	/s/ Patrick Manseau


 






    -57-


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


	 	CSAA Insurance Exchange
	 	 
	 	By:	Sun Life Capital Management (U.S.) LLC, its Investment Advisor
	 	 	 
	 	By:	/s/ David Belanger
	 	Name: 	David Belanger
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Art Baril
	 	Name:	Art Baril
	 	Title:	Senior Director



 




    -58-


     


    


 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


	 	Axis Specialty Insurance Company
	 	 
	 	By:	Sun Life Capital Management (U.S.) LLC, its Investment Advisor
	 	 	 
	 	By:	/s/ David Belanger
	 	Name: 	David Belanger
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Art Baril
	 	Name:	Art Baril
	 	Title:	Senior Director



 




    -59-


     


    


 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


	 	Medica Insurance Company
	 	 
	 	By:	Sun Life Capital Management (U.S.) LLC, its Investment Advisor
	 	 	 
	 	By:	/s/ David Belanger
	 	Name: 	David Belanger
	 	Title:	Managing Director
	 	  	 
	 	By:	/s/ Art Baril
	 	Name:	Art Baril
	 	Title:	Senior Director


 




    -60-


     


    


 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


	 	Sun Life Hong Kong Limited
	 	 	 
	 	By:	/s/ Shaun Ting van Vuuren
	 	Name: 	Shaun Ting van Vuuren
	 	Title:	Chief Investment Officer



 




    -61-


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 





	 	Chubb Life Insurance Company Ltd.
	 	 	 
	 	By:	/s/ Chen Lin
	 	Name:  	Chen Lin
	 	Title:	Portfolio Manager, Chubb Life


 




    -62-


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


Capitol
Life Insurance Company


By: Aspida Life Re Ltd., its investment
manager


By: Ares Insurance Solutions LLC,
its sub-advisor


By: Ares Alternative Credit Management
LLC, its sub-advisor


 


	 	By:	/s/ Kevin Alexander
	 	Name: 	Kevin Alexander
	 	Title:	Partner



 




    -63-


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


Fidelity
& Guaranty Life Insurance Company


By: Aspida Life Re Ltd., its investment
manager


By: Ares Insurance Solutions LLC,
its sub-advisor


By: Ares Alternative Credit Management
LLC, its sub-advisor


 





	 	By:	/s/ Kevin Alexander
	 	Name: 	Kevin Alexander
	 	Title:	Partner


 




    -64-


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof


 


Southern
Atlantic Re Inc.


By: Aspida Life
Re Ltd., its investment manager


By: Ares Insurance
Solutions LLC, its sub-advisor


By: Ares Alternative
Credit Management LLC, its sub-advisor


 





	 	By:	/s/ Kevin Alexander
	 	Name: 	Kevin Alexander
	 	Title:	Partner


 




    -65-


     


    

 


Schedule A


 


Defined Terms


 


As used herein, the following
terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Acceptable Rating
Agency” means (a) DBRS, or (b) any other credit rating agency that is recognized as a nationally recognized statistical rating
organization by the SEC and approved by the Required Holders, so long as, in each case, any such credit rating agency described in clause
(a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit
Rating Provider” (or other similar designation) by the NAIC.


 


“Additional Notes”
is defined in Section 2.2.


 


“Additional Purchasers”
means purchasers of Additional Notes.


 


“Adjusted Interest
Rate” is defined in Section 1.2(c).


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any
reference to an “Affiliate” is a reference to an Affiliate of the Company. Notwithstanding anything herein to the contrary,
the term “Affiliate” shall not include any Person that constitutes a Portfolio Investment held by any Obligor or any of its
or their subsidiaries in the ordinary course of business.


 


“Agreement”
means this Master Note Purchase Agreement, including all Supplements, and all Schedules and Exhibits attached to this Agreement (including
all Schedules and Exhibits attached to any Supplement), as each may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including
the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.


 


“Anti-Money Laundering
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise
known as the Bank Secrecy Act) and the USA PATRIOT Act.


 






    Schedule A
(to Note Purchase Agreement)


     


    

 


“Asset Coverage Ratio”
means the ratio, determined on a consolidated basis for Company and its subsidiaries, without duplication, of (a) the value of total
assets of the Company and its subsidiaries, less all liabilities and indebtedness not represented by Senior Securities to (b) the
aggregate amount of Senior Securities representing indebtedness of Company and its subsidiaries (including the Notes), in each case as
determined pursuant to the Investment Company Act, and any orders of the SEC issued to or with respect to Company thereunder, including
any exemptive relief granted by the SEC relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior
Securities.


 


“Assignee” is
defined in Section 13.2(a).


 


“Assigning Party” is
defined in Section 13.2(a).


 


“Below Investment
Grade Event” is defined in Section 1.2(d).


 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a
Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic
Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled
by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).


 


“Business Day”
means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in
New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.


 


“Canada Blocked Person”
means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended or (ii) a
Person identified in or pursuant to (w) Part II.1 of the Criminal Code (Canada), as amended or (x) the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act, as amended or (y) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), as amended
or (z) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United Nations Act
(Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, in any case pursuant to this clause
(ii) as a Person in respect of whose property or benefit a holder of Notes would be prohibited from entering into or facilitating a related
financial transaction.


 


“Canadian Economic
Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations administered and enforced
by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization,
country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as amended,
the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, as amended, the Justice for Victims of Corrupt Foreign Officials
Act (Sergei Magnitsky Law), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act (Canada), as amended,
and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated under any of
the foregoing, or any other similar sanctions program or action.


 






    A-2


     


    

 


“Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.


 


“cash”
means any immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof)
which is a freely convertible currency.


 


“Cash Equivalents” means
(a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed
by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable
direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality
thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody’s, (c) commercial paper maturing no more than 270 days from the date of creation thereof
and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of
deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the
laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than
$250,000,000, (e) demand deposit accounts maintained with any bank organized under the laws of the United States or any state thereof
so long as the amount maintained with any individual bank is less than or equal to $250,000 and is insured by the Federal Deposit Insurance
Corporation, and (f) Investments in money market funds or mutual funds substantially all of whose assets are invested in the types of
assets described in clauses (a) through (e) above.


 


“Change in Control”
means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of shares representing more than 50.00% of the
aggregate ordinary voting power represented by the issued and outstanding shares of capital stock in the Company or (ii) the External
Manager (or an Affiliate thereof) ceases to be the external manager of the Company, except upon an internalization of the manager. Notwithstanding
anything to the contrary herein, the TPVG Transaction shall not constitute a Change in Control.


 


“Closing”
is defined in Section 3.


 


“Code”
means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.


 


“Company”
is defined in the first paragraph of this Agreement.


 


“Company Level Assets”
means the Portfolio Investments held by the Company or any Subsidiary plus cash held by the Company or any Subsidiary (and without duplication,
excluding the threshold dollar amount required to satisfy the liquidity requirement of the SPV Bank Facility (or any Replacement Facility))
as shown on the most recent financial statement of the Company and its consolidated subsidiaries; provided that Company Level Assets will
not include SPV Bank Residual Equity (or similar residual equity of any Structured Subsidiary) or any Portfolio Investments held by the
SPV (or any Structured Subsidiary).


 






    A-3


     


    

 


“Competitor”
means (a) any entity that has elected to be regulated as a “business development company” under the Investment Company Act;
(b) any Person who is not an Affiliate of the Company or any of its subsidiaries and who engages (or whose Affiliate engages), as
its primary business, in (i) the same or similar business as a material business of the Company or any of its subsidiaries or (ii) the
business of providing loans in the middle market or to venture companies and such Person is not a bank or an insurance company; or (c) any
Affiliate of any of the foregoing; provided that:


 


 (i) the provision of investment
advisory services by a Person to a Plan which is owned or controlled by a Person which would otherwise be a Competitor shall not in any
event cause the Person providing such services to be deemed to be a Competitor, provided that such Person providing such services
has established and maintains procedures which will prevent Confidential Information supplied to such Person from being transmitted or
otherwise made available to such Plan;


 


 (ii) in no event shall an Institutional
Investor be deemed a Competitor if such Institutional Investor is a pension plan sponsored by a Person which would otherwise be a Competitor
but which is a regular investor in privately placed Securities and such pension plan has established and maintains procedures which will
prevent Confidential Information supplied to such pension plan by the Company from being transmitted or otherwise made available to such
plan sponsor;


 


 (iii) in any event that any Private
Placement Agent that would otherwise be deemed to be a Competitor pursuant to the foregoing provisions of this definition, such Private
Placement Agent shall not be deemed to be a Competitor if such Private Placement Agent holds the Notes only in connection with its role
as an intermediary in the prompt and expeditious sale in accordance with customary financial market conditions of the Note or Notes owned
by one Institutional Investor who is not a Competitor to another purchasing Institutional Investor who is a permitted transferee under
the terms of this Agreement that is not a Competitor and such Private Placement Agent has established procedures which will prevent confidential
information supplied to either the selling or buying Institutional Investor by the Company from being transmitted or otherwise made available
to such Private Placement Agent or any of its Affiliates in any capacity other than as the agent and intermediary in connection with such
sale of any such Note or Notes; and


 


(iv)  any
initial Purchaser listed on the Purchaser Schedule as of the date of Closing and any Affiliate of any initial Purchaser listed on the
Purchaser Schedule as of the date of Closing that is a regular investor in privately placed Securities and has established and maintains
procedures which will prevent Confidential Information supplied to such Affiliate by the Company from being disclosed or otherwise made
available to any entities (including affiliates of such Affiliate) that would be considered Competitors under clauses (a) or (b) above,
shall not be deemed to be a Competitor.


 






    A-4


     


    

 


“Confidential Information”
is defined in Section 20.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling”
shall have meanings correlative to the foregoing.


 


“Controlled Entity”
means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if
the Company has a parent company, such parent company and its Controlled Affiliates.


 


“Controlled Foreign
Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section
957 of the Code), (ii) a Subsidiary substantially all the assets of which consist (directly or indirectly through one or more flow-through
entities) of Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) of this definition, or (iii) an
entity treated as disregarded for U.S. federal income tax purposes and substantially all of the assets of which consist (directly or indirectly
through one or more flow-through entities) of the Equity Interests and/or indebtedness of one or more Subsidiaries described in clause
(i) or (ii) of this definition.


 


“DBRS”
means DBRS, Inc. and its successors.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.


 


“Default Rate”
means that rate of interest per annum that is 2% above the rate of interest then in effect on the applicable Notes.


 


“Default Threshold”
means $25,000,000 (or its equivalent in the relevant currency of payment).


 


“Disclosure Documents”
is defined in Section 5.3.


 


“Dollar Equivalent”
means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling
rate at which Goldman Sachs Bank (USA) offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately
11:00 a.m. (London time) for delivery two Business Days later.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 






    A-5


     


    

 


“EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such
purposes.


 


“Environmental Laws”
means any applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment
or the release of any Hazardous Materials into the environment.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal
income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such
equity interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless and until such debt
has been converted to capital stock.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder from time to time in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414(b),
(c), (m) or (o) of the Code.


 


“Event of Default”
is defined in Section 11.


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.


 


“Excluded Subsidiaries”
means, collectively, (a) any Financing Subsidiary, (b) any bankruptcy remote special purpose vehicle, (c) any Person that constitutes
an Investment held by the Company that is not, under generally accepted accounting principles in the United States, consolidated on the
financial statements of the Company and its Subsidiaries, and (d) any Subsidiary of any of the foregoing.


 


“Extended Term”
is defined in Section 8.9(a).


 


“External Manager”
means TriplePoint Advisers LLC, a Delaware limited liability company.


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 






    A-6


     


    

 


“Financing Subsidiary”
means any Structured Subsidiary, or SBIC Subsidiary.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Foreign Currency”
means at any time any currency other than Dollars.


 


“Foreign Subsidiary” means
any Subsidiary of the Company that is a Controlled Foreign Corporation or a Subsidiary of a Controlled Foreign Corporation.


 


“Form 10-K”
means the Company’s Annual Report on Form 10-K.


 


“Form 10-Q”
means the Company’s Quarterly Report on Form 10-Q.


 


“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for
purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International Financial
Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.


 


“Goldman Sachs”
means Goldman Sachs & Co. LLC.


 


“Governmental Authority”
means


 


 (a) the government of


 


 (i) the United States of America
or any state or other political subdivision thereof, or


 


 (ii) any other jurisdiction in
which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or


 


 (b) any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental Official”
means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official
of a political party, candidate for political office, official of any public international organization or anyone else acting in an official
capacity.


 


“Guaranty”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided, that the term Guaranty shall not include endorsements for collection
or deposit in the ordinary course of business or customary indemnification agreements entered into in the ordinary course of business
in connection with obligations that do not constitute Indebtedness. The amount of any Guaranty at any time shall be deemed to be an amount
equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guaranty is incurred, unless the
terms of such Guaranty expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in
which case the amount of such Guaranty shall be deemed to be an amount equal to such lesser amount).


 






    A-7


     


    

 


“Hazardous Materials” means
any and all pollutants, contaminants, or toxic or hazardous wastes, substances or which are regulated by Environmental Law, including
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, or petroleum products.


 


“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to
Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, and 18 and
any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address
appears in such register.


 


“Immaterial Subsidiaries”
means those Subsidiaries of the Company that are designated as “Immaterial Subsidiaries” by the Company from time to time
(it being understood that the Company may at any time change any such designation); provided that such designated Immaterial Subsidiaries
shall collectively meet all of the following criteria as of the date of (x) the designation of each such Immaterial Subsidiary and (y)
the most recent balance sheet required to be delivered pursuant to Section 7.1 (and the Company shall in each case deliver to the holders
of the Notes a certificate of a Senior Financial Officer to such effect setting forth reasonably detailed calculations demonstrating such
compliance): (a) the aggregate assets of all such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not
exceed an amount equal to 5% of the consolidated assets of the Company and its Subsidiaries as of such date; and (b) the aggregate revenues
of all such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an
amount equal to 5% of the consolidated revenues of the Company and its Subsidiaries for such period. Notwithstanding the foregoing, no
Subsidiary Guarantor shall be designated as, or continue to be, an Immaterial Subsidiary.


 


“Indebtedness”
with respect to any Person means, at any time, without duplication,


 


 (a) its liabilities for borrowed
money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;


 






    A-8


     


    

 


 (b) its liabilities for the deferred
purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including
all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);


 


 (c) (i) all liabilities appearing
on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance
sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;


 


 (d) all liabilities for borrowed
money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities);


 


 (e) all its liabilities in respect
of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions
(whether or not representing obligations for borrowed money);


 


 (f) the aggregate Swap Termination
Value of all Swap Contracts of such Person; and


 


 (g) any Guaranty of such Person
with respect to liabilities of a type described in any of clauses (a) through (f) hereof.


 


Indebtedness of any Person shall include all obligations
of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect
thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. Notwithstanding the foregoing, “Indebtedness”
shall not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price
of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a commitment arising in the
ordinary course of business to make a future Portfolio Investment or fund the delayed draw or unfunded portion of any existing Portfolio
Investment or (z) indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any debt Portfolio Investment
that is entitled to the benefit of a first lien that arises solely as an accounting matter under ASC 860, provided that such
indebtedness (i) is non-recourse to the Company and its Subsidiaries and (ii) would not represent a claim against the Company or any of
its Subsidiaries in a bankruptcy, insolvency or liquidation proceeding of the Company or its Subsidiaries, in each case in excess of the
amount sold or purportedly sold.


 


“INHAM Exemption”
is defined in Section 6.2(e).


 


“Initial Term”
is defined in Section 8.9(a).


 






    A-9


     


    

 


“Interest Coverage
Ratio” means, as of any date of determination, the ratio, determined on a consolidated basis for Company and its subsidiaries,
without duplication, of (a) Net Investment Income of the Company and its subsidiaries for the four consecutive fiscal quarters then
ended, plus interest expense to (b) interest expense for such period.


 


“Institutional Investor”
means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than
10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or
other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.


 


“Investment”
means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person (including convertible
securities) or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including
any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such
sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from
another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging
Agreements and/or Swap Contracts.


 


“Investment Company
Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder and all exemptive relief,
if any, obtained by the Company thereunder.


 


“Investment Grade”
means a rating of at least “BBB-” (or its equivalent) or higher by DBRS or its equivalent by any other Acceptable Rating
Agency, without giving effect to any credit watch.


 


“Investment Policies”
means, with respect to the Company, the investment objectives, policies, restrictions and limitations as the same may be changed, altered,
expanded, amended, modified, terminated or restated from time to time.


 


“IPO” means
(i) any underwritten initial public offering by the Company of equity securities pursuant to an effective registration statement under
the Securities Act or (ii) listing of the Company’s equity securities on a national securities exchange and registered of such equity
securities under Section 12(b) of the Exchange Act.


 


“Judgment Default
Threshold” means $25,000,000 (or its equivalent in the relevant currency of payment).


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement
or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements but, in the case of Portfolio Investments that are equity securities, excluding customary
drag-along, tag-along, right of first refusal and other similar rights in favor of other equity holders of the same issuer). For the avoidance
of doubt, in the case of Investments that are loans or other debt obligations, customary restrictions on assignments or transfers thereof
on customary and market based terms pursuant to the underlying documentation relating to such Investment shall not be deemed to be a “Lien”.


 






    A-10


     


    

 


“Make-Whole Amount”
is defined in Section 8.6.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole (excluding in any case a decline in the net asset value of the Company or its Subsidiaries
or a change in general market conditions or values of the Portfolio Investments of the Company and its Subsidiaries (taken as a whole)),
(b) the ability of the Company to perform its obligations under this Agreement and the Notes, (c) the ability of any Subsidiary
Guarantor to perform its obligations under its Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement, the
Notes or any Subsidiary Guaranty.


 


“Material Credit
Facility” means, as to the Company and its Subsidiaries, any agreement(s) creating or evidencing indebtedness for borrowed money
entered into on or after the date of the Closing by the Company or any Subsidiary (other than a Foreign Subsidiary), or in respect of
which the Company or any Subsidiary (other than a Foreign Subsidiary) is an obligor or otherwise provides a guarantee or other credit
support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than
$25,000,000 as of such date (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing
of such facility based on the exchange rate of such other currency) (other than the Notes, this Agreement, bonds, converts, public
or registered offerings of debt securities or investments or prime brokerage facilities). There is no Material Credit Facility
in effect as of the date of Closing.


 


“Maturity Date”
is defined in the first paragraph of each Note.


 


“Merger”
means any merger of the Company permitted by Section 10.2 resulting in the equity securities of the Company or the successor to the Company
resulting from such Merger being listed on a national securities exchange and registered under Section 12(b) of the Exchange Act.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor thereto.


 


“Multiemployer Plan”
means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners or any successor thereto.


 






    A-11


     


    

 


“Net Investment Income”
means, with respect to any period, net investment income determined in accordance with GAAP.


 


“Non-U.S. Plan”
means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by the Company
or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside the United States
of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation
of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.


 


“Notes”
is defined in Section 1.1.


 


“Obligors”
means, collectively, the Company and the Subsidiary Guarantors.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Sanctions Program”
means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be
found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted Equity
Interests” means common stock of the Company that after its issuance is not subject to any agreement between the holder
of such common stock and the Company where the Company is required to purchase, redeem, retire, acquire, cancel or terminate any such
common stock.


 


“Permitted SBIC Guaranty”
means a guarantee by the Company of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that
the recourse to the Company thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible
change in the control of such SBIC Subsidiary.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity
or governmental authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title IV of ERISA that is or,
within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
has any liability.


 






    A-12


     


    

 


“Portfolio Investment”
means any Investment held by the Company or one of its subsidiaries in their asset portfolio (and, for the avoidance of doubt, shall not
include any Excluded Subsidiary or Subsidiary of the Company).


 


“Preferred Stock”
means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person


 


“Presentation”
is defined in Section 5.3.


 


“Private Placement
Agent” means any company organized as a “broker” or “dealer” (as each such term is defined in Section 3(a)
(4) and (5), respectively, of the Exchange Act) of recognized national standing regularly engaged as an intermediary in the placement
or sale to and among Institutional Investors of debt securities exempt from registration under the Securities Act.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible,
choate or inchoate.


 


“PTE” is
defined in Section 6.2(a).


 


“Purchaser” or “Purchasers” means
each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns
(so long as any such assignment complies with Section 13.2) and any Substitute Purchaser (so long as any such substitution complies with
Section 21), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial
owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 or as the result of a substitution
pursuant to Section 21 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this
Agreement upon such transfer.


 


“Purchaser Schedule”
means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.


 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Qualified Institutional
Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in
Rule 144A(a)(1) under the Securities Act.


 


“Rating”
means a public rating of a Series of Notes, which rating shall specifically describe the Notes, including their interest rate, maturity
and Private Placement Number, issued by an Acceptable Rating Agency.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, (b) is advised
or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor, and
(c) is not a Competitor.


 






    A-13


     


    

 


“Replacement Facility”
means, with respect to the SPV Bank Facility, at any time on or after the SPV Bank Facility is expired or terminated, a senior secured
asset-based credit facility or similar secured loan agreement to which the SPV is a party as borrower and the Company is a party as seller
or equityholder, and pursuant to which substantially all of the SPV’s assets are pledged.


 


“Required Holders”
means, at any time, the holders of greater than 50.00% in principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).


 


“Responsible Officer”
means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion
of this Agreement.


 


“Restricted Payment”
means any dividend or other distribution in cash with respect to any shares of any class of capital stock of the Company, or any payment
in cash, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such shares of capital stock of the Company or any option, warrant or other right to acquire any such shares of
capital stock of the Company, provided, for clarity, neither the conversion of convertible debt into Permitted Equity
Interests nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with Permitted
Equity Interests shall be a Restricted Payment hereunder.


 


“RIC” means
a person qualifying for treatment as a “regulated investment company” under the Code.


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., a New York corporation, or any successor thereto.


 


“SBA” means
the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.


 


“SBIC Equity Commitment”
means a commitment by the Company to make one or more capital contributions to an SBIC Subsidiary.


 


“SBIC Subsidiary”
means any direct or indirect subsidiary (including such subsidiary’s general partner or managing entity to the extent that the
only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of the Company licensed
as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license
and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) and which is designated
by the Company (as provided below) as an SBIC Subsidiary, so long as


 


 (a) no portion of the Indebtedness
or any other obligations (contingent or otherwise) of such subsidiary: (i) is Guaranteed by any Obligor (other than a Permitted SBIC
Guaranty), (ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment or Permitted SBIC
Guaranty), or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness, and


 






    A-14


     


    

 


 (b) none of the Obligors has
any obligation to maintain or preserve such subsidiary’s financial condition or cause such entity to achieve certain levels of operating
results. Any such designation by the Company shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the
holders of the Notes, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such
designation complied with the foregoing conditions.


 


“SEC” means
the Securities and Exchange Commission of the United States of America.


 


“Section 8.8
Proposed Prepayment Date” is defined in Section 8.8.


 


“Section 8.9(a) Proceeds”
is defined in Section 8.9(a).


 


“Section 8.9(b) Proceeds”
is defined in Section 8.9(b).


 


“Securities”
or “Security” shall have the meaning specified in section 2(a)(1) of the Securities Act.


 


“Securities Act”
means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“Senior Securities”
means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued
to the Company thereunder); provided, for the avoidance of doubt, that any commitment arising in the ordinary course of business
to make a future Portfolio Investment or fund the delayed draw or unfunded portion of any existing Portfolio Investment shall be excluded
from the definition of Senior Securities.


 


“Series”
means any series of Notes issued pursuant to this Agreement or any Supplement hereto.


 


“Series 2022A
Notes” is defined in Section 1.1.


 


“Shareholders’
Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of
shareholders’ equity or net assets, as applicable, for the Company and its consolidated subsidiaries at such date.


 


“Significant Subsidiary”
means any Subsidiary which is a “significant subsidiary” (within the meaning specified in Rule 1-02(w) of Regulation S-X,
promulgated under the Securities Act) of the Company, excluding any Subsidiary of the Company (a) which is a nonrecourse or limited
recourse subsidiary, (b) which is a bankruptcy remote special purpose vehicle, or (c) that is not consolidated with the Company for
purposes of GAAP; provided that each Subsidiary Guarantor shall be deemed to be a “Significant Subsidiary.”


 






    A-15


     


    

 


“Source” is
defined in Section 6.2.


 


“Special Equity Interest” means
any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that
such Lien was created to secure Indebtedness owing by such issuer to such creditors.


 


“SPV” means
TPVC Funding Company LLC, a Maryland limited liability company.


 


“SPV Bank Facility”
means that certain Receivables Financing Agreement, dated as of July 15, 2020, among SPV, the Company, individually and as collateral
manager and as equityholder, the lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as facility agent, Deutsche
Bank AG, New York Branch and MUFG Union Bank, N.A., as joint lead arrangers, Deutsche Bank Trust Company Americas, as paying agent and
as collection account bank, U.S. Bank National Association, as custodian, and Vervent Inc., as backup collateral manager (together, in
each case, with any successors in such capacities), as the same may have been or may in the future be amended or amended and restated
from time to time.


 


“SPV Bank Residual
Equity” means, as of any date of determination (i) the total assets of the SPV minus (ii) the borrowings outstanding
under the SPV Bank Facility (or any Replacement Facility) and any other Indebtedness of the SPV, in each case, as shown on the most recent
financial statements of the SPV.


 


“Standard Securitization
Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance
guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price
credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness
of the associated account debtors) and (c) representations, warranties, covenants and indemnities (together with any related performance
guarantees) of a type that are reasonably customary in commercial loan and other asset-backed securitizations.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons
that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under
U.S. Economic Sanctions Laws.


 


“Structured Subsidiary” means:


 


(a) each
entity set forth on Schedule 5.4B hereto;


 






    A-16


     


    

 


 (b) a direct or indirect subsidiary of
the Company to which an Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Portfolio Investments, and which
is formed in connection with such subsidiary obtaining and maintaining third-party financing, and which engages in no material activities
other than in connection with the purchase and financing of such assets, and which is designated by the Company (as provided below) as
a Structured Subsidiary; and, so long as:


 


 (i) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of such subsidiary (i) is Guaranteed by any Obligor (other than Guarantees
in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has been contributed or sold or otherwise
transferred to such subsidiary in accordance with the terms of the Material Credit Facility), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guaranty thereof; and


 


 (ii) no Obligor has
any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating
results; and


 


(c) any
passive holding company that is designated by the Company (as provided below) as a Structured Subsidiary, so long as:


 


 (i) such passive holding
company is the direct parent of a Structured Subsidiary referred to in clause (a);


 


 (ii) such passive holding
company engages in no activities and has no assets (other than in connection with the transfer of assets to and from a Structured Subsidiary
referred to in clause (a), and its ownership of all of the Equity Interests of a Structured Subsidiary referred to in clause (a)) or liabilities;


 


 (iii) all of the Equity
Interests of such passive holding company are owned directly by an Obligor;


 


 (iv) no Obligor has
any contract, agreement, arrangement or understanding with such passive holding company; and


 


 (v) no Obligor has
any obligation to maintain or preserve such passive holding company’s financial condition or cause such entity to achieve certain
levels of operating results.


 


Any such designation by the
Company pursuant to (b) and (c) of this definition shall be effected pursuant to a certificate of a Senior Financial Officer delivered
to the Purchasers, which certificate shall include a statement to the effect that, to such Senior Financial Officer’s knowledge,
such designation complied with the applicable foregoing conditions. Each subsidiary of a Structured Subsidiary shall be deemed to be a
Structured Subsidiary and shall comply with the foregoing requirements of this definition.


 






    A-17


     


    

 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries owns sufficient equity or
voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or
Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits
or capital thereof is owned by such first Person or one or more of its Subsidiaries (unless such partnership or joint venture can and
does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Anything herein
to the contrary notwithstanding, the term “Subsidiary” shall not include any Excluded Subsidiary or any Person that constitutes
an Investment held by the Company or a subsidiary in the ordinary course of business and that is not, under GAAP, consolidated on the
financial statements of the Company and its subsidiaries. Unless the context otherwise clearly requires, any reference to a “Subsidiary”
is a reference to a Subsidiary of the Company.


 


“Subsidiary Guarantor”
means each Subsidiary that has executed and delivered a Subsidiary Guaranty or a joinder thereto.


 


“Subsidiary Guaranty”
is defined in Section 9.7(a).


 


“Substitute Purchaser”
is defined in Section 21.


 


“Super-Majority Holders”
means at any time, the holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned
by the Company or any of its Affiliates).


 


“Supplement”
is defined in Section 2.2.


 


“SVO” means
the Securities Valuation Office of the NAIC.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options,
spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange
Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.


 


“Synthetic Lease”
means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted
for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased
for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.


 






    A-18


     


    

 


“TPVG”
means TriplePoint Venture Growth BDC Corp., a Maryland corporation.


 


“TPVG Transaction”
means any merger or consolidation of the Company with TPVG, pursuant to which either the Company or TPVG will be the surviving entity
and the External Manager (or an Affiliate thereof) continues to be the external manager of the surviving entity.


 


“tranche”
means all Notes of a Series having the same maturity, interest rate, currency and schedule for mandatory prepayments.


 


“United States Person”
has the meaning set forth in Section 7701(a)(30) of the Code.


 


“USA PATRIOT Act”
means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.


 


“U.S. Economic Sanctions
Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States
pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with
the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and
any other OFAC Sanctions Program.


 


“Wholly-Owned Subsidiary”
means, at any time, any subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which
are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.


 




    A-19


     


    


 


Schedule 1.1


 


[See Attached]


 


 


 




    Schedule 1.1
(to Note Purchase Agreement)


     


    


 


[Form of Series 2022A Note]


 


TriplePoint Private Venture Credit
Inc.


 


5.86% Series 2022A Senior
Note, Due April 6, 2027


 


	No. [  ]	 	[Date]___________
	$[  ]	 	PPN 89682* AA6



 


For
Value Received, the undersigned, TriplePoint Private Venture Credit Inc. (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 April 6, 2027 (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 5.86% 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 6th day of April and October
in each year, commencing with the April 6th or October 6th next succeeding the date hereof, 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 (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated April 6, 2022 (as
from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. 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 (in the case of a transferee of a Note, to the extent required by Section 13.2
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 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 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 subject to
optional prepayment and mandatory offers of 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.


 




    1.1-2


     


    


 


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
Private Venture Credit Inc.
	 	 
		By:	         



 




    1.1-3


     


    


 


Schedule 4.4(a)


 


[See Attached]


 


 




    Schedule 4.4(a)
(to Note Purchase Agreement)


     


    


 


Form of Opinion of Counsel

for the Company


 


[Intentionally Omitted]


 


 




    4.4(a)-2-


     


    


 


Schedule 4.4(b)


 


Form of Opinion of Special Counsel

for the Purchasers


 


[To Be Provided on a Case by Case Basis]


 


 




    Schedule 4.4(b)
(to Note Purchase Agreement)


     


    


 


Schedule 5.3


 


Disclosure Materials


 


[Intentionally Omitted]


 


 




    Schedule 5.3
(to Master Note Purchase Agreement)


     


    


 


Schedule 5.4


 


Subsidiaries of the Company and
Ownership of Subsidiary Stock;

Senior Officers and Directors; Agreements Containing Contractual Restrictions on Subsidiaries


 


[Intentionally Omitted]


 


 


 




    Schedule 5.4
(to Master Note Purchase Agreement)


     


    


 


Schedule 5.4B


 


Structured Subsidiaries


 


[Intentionally Omitted]


 


 




    Schedule 5.4B
(to Master Note Purchase Agreement)


     


    


 


Schedule 5.5


 


Financial Statements


 


[Intentionally Omitted]


 


 


 




    Schedule 5.5
(to Master Note Purchase Agreement)


     


    


 


Schedule 5.14


 


Use of Proceeds


 


The Company expects to use the net proceeds from
this private placement of Series 2022A Notes (i) to repay outstanding indebtedness, including, but not limited to, indebtedness of the
SPV, (ii) fund investments in debt and equity securities in accordance with the Company’s investment objective, and (iii) for other
general corporate purposes.


 


Pending such use, the Company may invest a portion
of the net proceeds of this private placement of Series 2022A Notes in short-term investments, such as cash and cash equivalents, which
the Company expects will earn yields substantially lower than the interest income that the Company anticipates receiving in respect of
investments in accordance with the Company’s investment objective.


 




    Schedule 5.14
(to Master Note Purchase Agreement)


     


    


 


Schedule 5.15


 


Existing Indebtedness of the Company
and its Subsidiaries


 


[Intentionally
Omitted]


 


 


 




    Schedule 10.1
(to Master Note Purchase Agreement)


     


    


 


Schedule 10.1


 


Affiliate Transactions


 


[Intentionally Omitted]


 


 


 




    10.1-2


     


    


 


Schedule 10.5


 


Liens


 


[Intentionally Omitted]


 


 




    SCHEDULE 10.5 
 (to Master Note Purchase Agreement)


     


    


 


Exhibit S


 


[See Attached]


 


 




    Exhibit S
(to Master Note Purchase Agreement)


     


    


 





 



 


TriplePoint
Private Venture Credit Inc.


 


 


 


 


 


 


[Number] Supplement to Master Note Purchase
Agreement


 


Dated
as of ______________________


 


 


 


 


 


 


Re: $____________ _____% Series _______ Senior Notes


Due
_____________________


 







 



 




    S-5.4-2


     


    


 


TriplePoint Private Venture Credit
Inc.


 


Dated as of


____________________, 20__


 


To the Additional Purchaser(s) named in


Schedule A hereto


 


Ladies and Gentlemen:


 


This [Number] Supplement to
Master Note Purchase Agreement (the “Supplement”) is between TriplePoint Private Venture Credit Inc., 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 as of April 6, 2022 (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 $__________ aggregate principal amount of its _____% Series ______ Senior Notes due _________, ____ (the “Series
______ Notes”). The Series ____ Notes, together with the Series 2022A Notes [and the Series ____ 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 _____
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
_____ 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 ______
Notes to be purchased by each Additional Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street,
Chicago, IL 60606, at 8:00 a.m. Chicago time, at a closing (the “Series ______ Closing”) on ______, ____ or on
such other Business Day thereafter on or prior to _______, ____ as may be agreed upon by the Company and the Additional Purchasers. At
the Series ___ Closing, the Company will deliver to each Additional Purchaser the Series ______ Notes to be purchased by such Additional
Purchaser in the form of a single Series ______ Note (or such greater number of Series ______ Notes in denominations of at least
$100,000 as such Additional Purchaser may request) dated the date of the Series _____ 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 to account number [__________________________] at ____________ Bank, [Insert Bank address, ABA number for
wire transfers, and any other relevant wire transfer information]. If, at the Series ___ Closing, the Company shall fail to tender
such Series ______ 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 ______ 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 ______ Notes to be sold to such Additional Purchaser at the Series _____ Closing is subject to
the fulfillment to such Additional Purchaser’s satisfaction, prior to the Series ___ Closing, of the conditions set forth in Section 4
of the Note Purchase Agreement with respect to the Series ______ Notes to be purchased at the Series _____ Closing as if each reference
to “Notes,” “Closing” and “Additional Purchaser” set forth therein was modified to refer the “Series
______ Notes,” the “Series ___ Closing” and the “Additional Purchaser” (each as defined in this Supplement)
and to the following additional conditions:


 


 (a) Except as supplemented, amended
or superceded 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 correct as of the date of the Series ___ Closing (except for representations
and warranties which apply to a specific earlier date which shall be true as of such earlier date or as of the date specified in Exhibit A
to the extent such provision is superceded in Exhibit A) and the Company shall have delivered to each Additional Purchaser an Officer’s
Certificate, dated the date of the Series _____ Closing certifying that such condition has been fulfilled.


 


 (b) Contemporaneously with the
Series ___ Closing, the Company shall sell to each Additional Purchaser, and each Additional Purchaser shall purchase, the Series ______
Notes to be purchased by such Additional Purchaser at the Series _____ Closing as specified in Schedule A.


 


 5. [Here insert special provisions for
Series ______ Notes including Make-Whole Amount calculations and mandatory prepayment provisions applicable to Series ______
Notes and any series-specific closing conditions applicable to Series ______ Notes].


 


 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 ______ Notes by such Additional Purchaser as if each reference to “Notes,”
“Closing” and “Purchaser” set forth therein was modified to refer the “Series ______ Notes,” the “Series
___ 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.


 


 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.


 


	 	TriplePoint Private Venture Credit Inc.
	 	 	 	 
	 	By	 
	 	 	Name: 	                        
	 	 	Title:	 



 


Accepted as of __________, _____


 


	 	[Additional
Purchaser]
	 	 	 	 
	 	By	 
	 	 	Name: 	                        
	 	 	Title:	 


 




    S-2


     


    


 


Information Relating to Additional
Purchasers


 


	

Name and Address of Additional Purchaser	 	Principal 

Amount of Series

 ______ Notes to 

Be Purchased
	[Name of Additional Purchaser]	 	$
	 	 	 
	(1)	All payments by wire transfer of immediately available funds to:	 	 
	 	 	 	 
	 	with sufficient information to identify the source and application of such funds.	 	 
	 	 	 	 
	(2)	All notices of payments and written confirmations of such wire transfers:	 	 
	 	 	 	 
	(3) All other communications:	 	 


 




    Schedule A
(to Supplement)


     


    


 


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 (other than the date of any earlier Closing) which shall be true 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 ______ Notes with
the same force and effect as if each reference to “the Notes” set forth therein was modified to refer the “Series ______
Notes” 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. The
Company, through its agent, [__________], has delivered to each Additional Purchaser a copy of an Investor Presentation dated [__________]
(the “Presentation”), relating to the transactions contemplated hereby in connection with the Series _____ 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 [circle date] 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 [last audit date], 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.


 


 Section 5.4. Organization and Ownership
of Shares of Subsidiaries. Schedule 5.4 contains (except as noted therein) complete and correct lists as of the date of the 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.


 






    Exhibit A
(to Supplement)


     


    

 


 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 and the consolidated results of their operations and cash flows 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 _______ Notes or any substantially
similar debt Securities for sale to, or solicited any offer to buy the Series _______ 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
[___] other Institutional Investors, each of which has been offered the Series _______ 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 _______
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 ______ Notes hereunder as described in Schedule
5.14. No part of the proceeds from the sale of the Series ______ 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.


 


 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 _________, 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 ___________, 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.


 


[Add
any additional Sections as appropriate at the time the Series ______ Notes are issued]


 




    -2-


     


    


 


[Form of Series ______ Note]


 


TriplePoint Private Venture Credit
Inc.

___% Series ______ Senior Note due ______________


 


	No. [_________]	[Date]
	$[____________]	PPN [__]



 


For
Value Received, the undersigned, TriplePoint Private Venture Credit Inc. (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 [____________] (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 (a) [____]% 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 [____], on the [____] day of [____], [____], [____] and [____] in each year, commencing with the [____] next succeeding the date
hereof, 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 [__________] 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 to the Note Purchase Agreement, dated April 6, 2022 (as
from time to time amended, supplemented or modified, the “Note Purchase Agreement”), among the Company, the Additional
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, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement
and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement (in the case of a transferee
of a Note, to the extent required by Section 13.2 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.


 






    Exhibit 1
(to Supplement)


     


    

 


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.


 


[The Company will make required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly
scheduled prepayments of principal.] This Note is [also] subject to optional prepayment [and mandatory offers of 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 Private Venture Credit Inc.
	 	 	 	 
	 	By:	 
	 	 	Name: 	                        
	 	 	Title:	 


 




    S-2


     


    


 


Purchaser Schedule


 


TriplePoint Private Venture Credit
Inc.


2755 Sand Hill Road, Suite 150


Menlo Park, California 94025


 


Information Relating to Purchasers


 


	Name and Address of Purchaser	 	Principal Amount of
 Series 2022A Notes to

 be Purchased	 	 	Registered Note

 Number	 
	 	 	 	 	 	 	 	 	 
	[Name of Purchaser]	 	$	         	 	 	 	      	 




 


	(1)	
    All payments by wire transfer of immediately
    available funds to:

     

    with sufficient information to identify
the source and application of such funds.
	 	 
	 	 	 	 
	(2)	All notices of payments and written confirmations of such wire transfers:	 	 
	 	 	 	 
	(3)	E-mail address for Electronic Delivery:	 	 
	 	 	 	 
	(4)	All other communications:	 	 
	 	 	 	 
	(5)	U.S. Tax Identification
Number:	 	 


 


 


Master
purchaser schedule


(to Note Purchase Agreement)