Exhibit 10.9


 


MARKETING AND CONSULTING AGREEMENT


 


AGREEMENT dated as of March 20, 2019, by
and between Runway Growth Credit Fund Inc., (the “Fund”), Runway Growth Capital LLC (the “Manager”)
and Pickwick Capital Partners, LLC (the “Marketer”).


 


Pursuant to the terms
of this agreement, Marketer agrees to act as solicitor and to provide broker dealer services to the Fund in connection with assisting
the Fund in identifying and soliciting potential investors for the Fund in connection with the Fund’s private offering as
described in the private placement memorandum dated February 28, 2019, as may be amended or supplemented from time to time (the
“Offering”).


 


WHEREAS, the Fund is
a business development company and its affiliate, the Manager, currently serves as the investment manager of the Fund;


 


WHEREAS, the Marketer
is in the business of, and has expertise in, providing marketing and consulting services to private investment funds; and


 


WHEREAS, the Fund desires
to appoint the Marketer as a non-exclusive marketing representative of the Fund in the United States during the term of this Agreement,
to identify and introduce to the Fund and the Manager potential investors for the Fund, subject to the terms of this Agreement,
and the Marketer desires to accept such appointment.


 


NOW, THEREFORE, the
parties hereby agree as follows:


 


 


		1.	APPOINTMENT



 


		(a)	The Fund hereby appoints the Marketer to represent the Fund in the United States in connection
with providing marketing, consulting and capital raising services for the Fund pursuant to the terms of this agreement. The Marketer
will be the exclusive representative of the Fund with respect to any and all Investor Prospects (as hereinafter defined), other
than Excluded Persons (as hereinafter defined). As used herein, the term “Investor Prospects” includes individual
and institutional investors of all types, including any affiliates, clients or investors, identified and introduced directly or
indirectly by the Marketer to the Fund. As used herein, “Excluded Persons” shall mean any new investors not
initially identified and introduced to the Fund by the Marketer and any person for which the Marketer was not granted the authority
to communicate pursuant to Section 1(c) hereof.



 


		(b)	All Investor Prospects shall be subject to acceptance by the Fund, in its sole discretion, for
inclusion as investors with respect to the Fund.



 


		(c)	Prior to providing any Investor Prospect with confidential materials regarding the Fund, Marketer
shall notify the Fund in writing of the name of such Investor Prospect. Within ten (10) business days thereafter, the Fund shall
notify Marketer in writing as to whether Marketer may communicate with such Investor Prospect pursuant to this Agreement. Marketer’s
communications with an Investor Prospect may be restricted as set forth in the Fund’s authorization. Marketer will not provide
confidential materials to any person regarding the Fund or the Manager unless such person has been approved by the Fund and such
Investor Prospect has delivered an executed confidentiality agreement in a form acceptable to the Fund.



 






     

     


    

 


		(d)	Marketer shall submit an initial list of Investor Prospects to the Fund on Schedule A hereto. From
time to time, Schedule A shall be updated to include each additional Investor Prospect, not included on the initial Schedule A
submitted herewith, that the Fund consents to hereby, and to remove any Investor Prospect, consented to by the Fund, which Marketer
does not contact or fails to receive written or verbal corresponded from the Investor Prospect relative to their interest in or
review of the Fund within ninety (90) days of the date an Investor Prospect is consented to by the Fund pursuant to Section 1(c)
hereof. Any updates to Schedule A that involve the addition of new Investor Prospects must be consented to in writing by Marketer
and the Fund. As used herein, the term “Investor” shall include any Investor Prospect whose subscription agreement
is accepted by the Fund directly or indirectly as an investor in the Fund for which the Fund authorized the Marketer to solicit
such Investor Prospect during the term of this Agreement; provided, however, that Excluded Persons shall not be Investors.



 


		(e)	The Fund shall treat each Investor Prospect with respect to a specific closing (the “Closing”)
of the Fund, unless (i) such Investor Prospect has materially breached its subscription agreement with the Fund, which shall, for
the avoidance of doubt, include a default relating to a capital call by the Fund, or (ii) the Investor Prospect is not permitted
to contribute capital to the Fund pursuant to the terms of such Investor Prospect’s subscription agreement with the Fund
as determined in the Fund’s sole discretion, in the same manner as the Fund treats all other investors in such Closing of
the Fund.  For the avoidance of doubt, and without limiting the foregoing sentence, the Fund shall not reduce, terminate,
reject additional funding from or fail to renew the investment of any Investor Prospect, unless the Fund is also reducing, terminating,
rejecting funding from or failing to renew the investments of all other investors with respect to such Closing. 



 


		(f)	During and after the term of this Agreement, the Fund may retain one or more additional marketing
representatives, or any other person, firm or corporation furnishing marketing, consulting or capital raising services relating
to the Fund. During and after the term of this Agreement, the Marketer may act as marketing and/or consulting representative for
any other person, fund or organization.



 


 


		2.	REPRESENTATIONS AND WARRANTIES



 


(a)       The
Marketer hereby agrees, represents and warrants as follows: 


 


i.       No
subscription from an Investor Prospect shall be effective unless and until it is accepted by the Fund, in its sole discretion;
and, the Fund reserves the right, in its sole discretion to: (A) refrain from accepting, in whole or in part, any subscription
from an Investor Prospect; (B) redeem, in whole or in part, an Investor’s investment in the Fund; or (C) subsequently
expel an Investor from the Fund or terminate the Fund’s relationship with any Investor.


 


ii.       The
Marketer will use only such offering documents and other materials, and make such representations, in connection with the Fund
as shall have been expressly approved in advance by the Fund.


 






     

     


    

 


iii.       The
activities of the Marketer hereunder will comply with Securities and Exchange Commission (“SEC”) Rule 506 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), as well as other applicable provisions
of Regulation D promulgated under the Securities Act (“Regulation D”), or other applicable law specified by
the Fund. Without limiting the foregoing, the Marketer will not engage in any form of “general solicitation or advertising”,
within the meaning of Regulation D, in performing its duties pursuant to this Agreement. In connection therewith, the Marketer
will not mention the Manager, the Fund, the equity interests of the Fund (the “Interests”) or any information
about the Marketer’s duties under this Agreement in any public medium, including any newspaper, on radio or television, the
Internet or otherwise.


 


iv.       The
Marketer will only offer Interests to Investor Prospects that it reasonably believes are “accredited investors” within
the meaning of Regulation D and, if applicable, “qualified purchasers” within the meaning of Section 2(a)(51) of the
Investment Company Act of 1940, as amended. The Marketer will only offer Interests to Investor Prospects for whom it reasonably
believes the Interests would be suitable, in accordance with NASD Notice to Members 03-07 (“NASD Reminds Members of Obligations
When Selling Hedge Funds”). 


 


v.       The
Marketer is registered and in good standing with the SEC as a broker-dealer under the Securities Exchange Act of 1934, as amended,
and is a member of the Financial Industry Regulatory Authority (“FINRA”). As of the date of this Agreement, the Marketer
is registered as a broker-dealer in the jurisdictions set forth on Schedule C hereto. The Marketer will offer Interests to Investor
Prospects only in those states in which (A) the Marketer is registered as a broker-dealer or (B) is exempt from registration.
In accordance with the Form BD of the Marketer as filed with the SEC and FINRA, and the Membership Agreement by and between the
Marketer and FINRA, the Marketer is authorized to enter into this Agreement and to perform the services contemplated by this Agreement
to be performed by the Marketer.


 


vi.       The
Marketer agrees to introduce the Fund to potential investors only in states in which the Marketer has been advised by the Fund
that offers and sales of Interests can be legally made and in which the Marketer is registered and in good standing as a broker-dealer
or is exempt from registration.


 


vii.       During
the term of this Agreement, the Marketer shall comply with all applicable laws, rules and regulations including, without limitation,
federal and state securities laws.


 


viii.       The
Marketer: (A) is not subject to an order of the SEC issued under Section 203(f) of the Investment Advisers Act of 1940,
as amended (together with the rules and regulations promulgated thereunder, the “Advisers Act”) (B) has
not been convicted within ten years of the date hereof of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D)
of the Advisers Act; (C) has not been found by the SEC to have engaged, and has not been convicted of engaging, in any of
the conduct specified in paragraph (1), (5) or (6) of Section 203 of the Advisers Act; and (D) is not subject to an order,
judgment or decree described in Section 203(e) of the Advisers Act. In the event that the Marketer becomes subject to any order,
conviction, finding, judgment or decree described in the immediately preceding sentence, it will promptly advise the Fund of such
fact and the Fund will not be obligated to pay the Marketer any amount hereunder for such period in which the Marketer is subject
to such order, conviction, finding, judgment or decree.


 


ix.       The
Marketer undertakes to perform its duties hereunder in a manner consistent with the instructions of the Fund.


 


x.       Neither
the Marketer nor any of its officers, directors, employees, affiliates or agents will, without the express prior written consent
of the Fund, which consent the Fund may withhold in its sole discretion, share any part of the compensation received pursuant to
this Agreement with any other person or entity, other than persons who are properly licensed with FINRA and all applicable states
as registered representatives/agents of the Marketer.


 






     

     


    

 


(b)       The
Manager agrees, represents and warrants as follows: 


 


i.       The
Fund shall assure that the offering and sale of the Interests by the Fund complies with all applicable provisions of Regulation
D or the provisions of such other exemption from registration under the Securities Act, being relied upon and any other applicable
federal and state securities laws and regulations (other than those applicable to the status or activities of the Marketer). Specifically,
the Fund will be responsible for any applicable Blue Sky qualification in each state in which it is agreed that the Marketer shall
solicit on Fund’s behalf. Without limiting the foregoing, any offering circular or memorandum or other written material approved
by the Fund for use in connection with the offering and sale of the Interests (as well as any amendments and supplements thereto)
will comply with applicable law and will not contain any misstatement of a material fact or omit to state any material fact necessary
to make the statements made therein not misleading.


 


ii.       If
required by applicable federal or state securities laws, the Manager will be registered, or continue its registration, as an investment
adviser and/or commodity pool operator.


 


iii.       During
the term of this Agreement, the Fund shall comply with applicable laws, rules and regulations including, without limitation, federal
and state securities laws, unless failure to so comply would not result in a material breach under the terms of this Agreement.


 


iv.       The
Manager: (A) is not subject to an order of the SEC issued under Section 203(f) of the Advisers Act; (B) has not been
convicted within ten years of the date hereof of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D)
of the Advisers Act; (C) has not been found by the SEC to have engaged, and has not been convicted of engaging, in any of
the conduct specified in paragraph (1), (5) or (6) of Section 203 of the Advisers Act; and (D) is not subject to an order,
judgment or decree described in Section 203(e) of the Advisers Act. In the event that the Manager becomes subject to any order,
conviction, finding, judgment or decree described in the immediately preceding sentence, it will promptly advise the Marketer of
such fact.


 


 


		3.	DUTIES OF THE MARKETER



 


a)       The
Marketer shall use reasonable efforts and time, consistent with its resources, on behalf of the Fund to solicit Investor Prospects
for the Fund. In this regard, the Marketer shall: 


 


i.       Initiate
written or telephonic communication with Investors and Investor Prospects with a view to providing information regarding, and increasing
the awareness of, the Fund’s services;


 


ii.       Use
reasonable efforts subsequent to each initial contact to solicit Investor Prospects for the Fund (which solicitations may include,
without limitation, personal meetings between Investor Prospects, the Marketer and/or the Fud); provided, however, that any personal
meetings involving the Fund shall be subject to the prior approval of the Fund;


 






     

     


    

 


iii.       Consult
with the Fund, at the Fund’s request, regarding; (A) the satisfaction by Investor Prospects of qualification and suitability
standards; (B) the rejection of a subscription by any Investor Prospect; (C) the acceptance of any initial investment
by any Investor Prospect in an amount less than or different from that provided in the relevant offering memorandum; (D)
the acceptance of any additional subscription by any Investor Prospect in an amount less than or different from that provided in
the relevant offering memorandum; (E) the rejection of any additional subscription by any Investor Prospect in the Fund;
(F) the consent to withdrawals by any Investor in any amount less than or different from that provided in the relevant offering
memorandum; and (G) the consent to the retention by any Investor Prospect of an investment in the Fund in an amount less
than or different from that provided in the relevant offering memorandum;


 


iv.       Provide
other investor relations services, such as responding to Investor Prospect inquiries; and


 


v.       Provide
such other services as the Fund and the Marketer shall agree upon from time to time.


 


 


		4.	INDEPENDENT REPRESENTATIVE



 


In performing the services for
the Fund as described herein, the Marketer shall be regarded as an independent contractor and marketing and consulting representative,
the Marketer shall not have any right or authority to create any obligations of any kind on behalf of the Fund and shall make no
representation to any third party to the contrary.


 


 


		5.	EXPENSES 



 


The Marketer shall not be entitled
to be reimbursed for normal and customary out-of-pocket marketing expenses incurred by it in connection with this Agreement.


 


 


		6.	MARKETER FEES AND COMPENSATION



 


As compensation for the services
provided by the Marketer hereunder, in addition to the other obligations of the Manager and the Fund to the Marketer set forth
in this Agreement, the Manager shall pay to the Marketer:


 


a)       Guranteed
Capacity. Subject to applicable law and to any limits in the aggregate offering size of Interest in the Fund under the
Offering Materials, the Fund shall provide the Marketer a minimum of Thirty Million Dollars ($30,000,000.00) of additional capital
commitment capacity in the Fund for the marketer’s Investor Prospects until December 31, 2019.


 


b)       Placement
Fee. The Marketer shall receive a placement fee with respect to each Investor for which the Fund accepts the Subscription
Agreement (“Placement Fee”), which shall be equal to one and one-half percent (1.5%) of the committed capital
from such Investor, as reflected in such subscriber’s Subscription Agreement. The placement fees will be paid in quarterly
installments over a period of 8 calendar quarters commencing on the 15th day of the first quarter immediately following
the date of the capital call from the applicable Investor. Example: If the capital call occurs in January 2019, the quarter
will start February 1, 2019, with payment due on February 15, 2019, and the next quarter beginning on May 1, 2019, and thereafter,
but only for so long as the Investor remains an Investor in the Fund


 






     

     


    

 


c)       Future
Investments by Investors. Any and all future investments or additional increments of investment made directly or indirectly
by an Investor, or an Investor Prospect listed on Schedule B, in the Fund, either during the term of this Agreement or within 12
months from the termination of this Agreement, will be subject to the provisions of Section 2; where the Marketer receives
a 1.5% fee of the committed capital. Furthermore, any and all future investments in any other fund or any investment offering
managed by the Manager or an affiliate of the Manager, excluding the Fund, or additional increments of investment made directly
or indirectly by an Investor or Investor Prospect listed on Schedule B, , either during the term of this Agreement or within 12
months of the termination of this Agreement, will be subject to the provisions of Section 2 and the Marketer will receive from
the Manager a 1.5% fee of the committed capital paid for any such investment. In such event, the Manager shall comply with Rule
206(4)-3 under the Advisers Act, require the Investor to sign a Disclosure Statement agreed to by the Manager and the Marketer,
and maintain complete and accurate books and records with respect to the Capital Contributions of such Investors, which Pickwick
shall have access to review in accordance with and subject to Section 6(d) below).


 


d)       Recordkeeping.
The Fund shall maintain complete and accurate current books and records with respect to the Capital Contributions of the Investors. 
Pickwick shall have access to records relating to such Capital Contributions until the first anniversary of the final
close of the Offering, for the sole purpose of determining the accuracy of payments to be made to Pickwick, and the Fund shall
cooperate in providing information related thereto.


 


 


		7.	COMPLIANCE WITH SEC RULE 206(4)-3



 


The Marketer shall,
in accordance with SEC Rule 206(4)-3 promulgated under the Advisers Act:


 


a)       perform
its duties under this Agreement in a manner consistent with the reasonable instructions of the Fund and the provisions of the Advisers
Act and the rules of the SEC promulgated thereunder; and 


 


b)       at
the time of any solicitation activities by the Marketer with respect to one or more Investor Prospects, provide such Investor Prospects
with copies of:


 


i.       the
applicable Fund offering documents; and


 


ii.       a
Disclosure Statement. The Fund will not accept any subscription from an Investor unless a Disclosure Statement and Authorization
to Release Information Form, attached hereto as Exhibit C, is signed by the Investor and submitted to Pickwick by the Fund.


 


 


		8.	TERMINATION AND INDEMNIFICATION



 


The term of this Agreement shall
expire as of the expiration of the guaranteed Capacity period, as defined in this Agreement. In addition, either party hereto may
terminate this Agreement at any time upon thirty (30) days prior written notice to the other party. Termination of this Agreement
shall result in the termination of all duties and authorities of each party, other than Sections 6, 9 and 10 hereof which shall
survive any such termination. By signing this Letter Agreement Manager and Marketer agree to the provisions regarding indemnification,
contribution, and limitation of liability attached to this Letter Agreement as Appendix A which provisions are expressly incorporated
by reference herein.


 






     

     


    

 


		9.	CONFIDENTIALITY



 


a)       The
Marketer agrees that, during the term of this Agreement and at all times thereafter, unless specifically authorized by the Fund,
the Marketer will not disclose any Proprietary Information (defined below) to any person or entity other than on a need-to-know
basis, to employees and/or registered persons of the Marketer and persons engaged by the Marketer to provide legal, accounting,
consulting and similar services. The Marketer further agrees that upon termination of this Agreement, the Marketer will to the
extent instructed by the Fund destroy any Proprietary Information then in the Marketer’s possession (or in the possession
of the Marketer’s employees, registered persons, or persons engaged by the Marketer to provide legal, accounting, consulting
or similar services), unless the Marketer shall be required by law to retain such Proprietary Information.


 


b)       As
used herein, the term “Proprietary Information” means all information of a nonpublic, proprietary and confidential
nature concerning the Manager, its affiliates, the Fund and the other investment funds and accounts managed by the Manager and
its affiliates, including but not limited to information relating to


 i.         business operations,




 


ii.       existing
and proposed investments and investment strategies,


 


iii.       financial
performance,


 


iv.       compensation
arrangements and amounts (inclusive of arrangements between the Fund, the Manager, and their affiliates and their respective employees
and registered persons, and the arrangement between the Fund and the Marketer),


 


v.       contractual
relationships,


 


vi.       business
partners and relationships, and


 


vii.       stockholders/investors
and prospective stockholders/investors of the Fund and the other investment funds and accounts managed by the Manager and its affiliates,
regardless of the medium in which any such information is contained; provided, however, that Proprietary Information does not include
information that (A) becomes generally available to the public by means other than a breach by the Marketer of this Agreement or
any other agreement between the Marketer and the Fund or its affiliates, (B) is in the possession of the Marketer (such as information
pertaining to Investor Prospects introduced to the Fund by the Marketer), or becomes available to the Marketer, on a non-confidential
basis from a source other than the Fund or its affiliates, or (C) the Marketer is required by law, regulation, court order or discovery
demand to disclose; provided, however, that in the case of this clause (C) the Marketer provides the Fund with prompt notice of
the Proprietary Information required to be disclosed and the reasons and circumstances surrounding such disclosure in order to
allow the Fund an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable
Proprietary Information.


 


c)       Without
the prior written consent of the Fund, the Marketer shall not disclose, whether in client lists, marketing literature or otherwise,
the fact that it is rendering services to the Fund, or to use the name of the Manager, the Fund or its affiliates in any public
document, other than as necessary in order to perform its services hereunder; or as required by law or legal process.


 






     

     


    

 


d)       
Each party hereto agrees to comply with the provisions of SEC Regulation S-P, the Graham-Leach-Bliley Act of 1999 and other applicable
federal and state privacy regulations with respect to personal non-public information of Investor Prospects and Investors.


 


 


		10.	UNDERTAKING TO PROVIDE ADDITIONAL INFORMATION AND DOCUMENTATION



 


Each party undertakes and agrees
that it will promptly supply the other party with such information and documentation regarding the Manager, the Fund, the Marketer
and Investors as from time to time may be requested by such party and which is deemed by such party to be necessary in order for
such party to comply with anti-money laundering, OFAC, or other applicable federal, state, local or foreign laws, rules or regulations.1


 


 


		11.	MISCELLANEOUS



 


a)       Notices.
All notices and other communications under this Agreement must be in writing, and any notice or communication will be deemed to
have been duly given (i) when delivered personally, (ii) on the business day following the day such notice or other
communication is sent by recognized overnight courier, (iii) on the date of transmission, if such notice or other communication
is delivered via facsimile on a business day (with confirmation of transmission), or (iv) on the fifth business day following
the date of deposit within a postal service if sent first class, postage prepaid, by registered or certified mail or any other
alternative postal service. Notices to each of the Marketer and the Fund will be sent to the addresses set forth below, unless
either party notifies the other party in writing of a different address in accordance with the requirements of this paragraph:


 


	           If to the Manager:	Runway Growth Credit Fund Inc.
	 	205 N Michigan Ave., Suite 4200
	 	Chicago, IL 60601
	 	Attn: Tom Raterman
	 	 
	 	 
	           If to Marketer:	Pickwick Capital Partners, LLC
	 	455 Hamilton Avenue, Suite 1102
	 	White Plains, NY 10601
	 	Attn: Douglas Greenwood


 


b)       Amendments
in Writing; No Waiver; Cumulative Remedies. None of the terms or provisions of this Agreement may be amended, supplemented
or otherwise modified except by a written instrument executed by each of the parties hereto. No party hereto shall by any act (except
by a written instrument pursuant to Section 12(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by any party hereto of any right or remedy
hereunder on any one or more occasions shall not be construed as a bar to any right or remedy that any party hereto would otherwise
have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently, and
are not exclusive of any other rights or remedies provided by law.


 


 




 


 


 


















1
We are specifically required to advise you that we will undertake routine due diligence to check/verify the identities of the Fund(s)
and its principals.






     

     


    

 


c)       No
Third Party Beneficiaries; Assignment. This Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon
any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement or the transactions contemplated hereunder. No party hereto may assign any of its rights or obligations under this Agreement
to any person or entity without the prior written consent of the other party hereto.


 


d)       Governing
Law; Severability. This agreement shall be interpreted in accordance with and governed by the laws of the State of New
York, without regard to the principles of conflict of laws thereof. If any provision hereof would be invalid under applicable law,
then such provision shall be deemed to be modified to the extent necessary to render it valid while most nearly preserving its
original intent. No provision hereof shall be affected as a result of another provision being held invalid.


 


e)       Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject
matter hereof.


 


f)       Counterparts.
This Agreement may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.


 


g)       Facsimiles/PDF.
Any facsimile or PDF signature of this Agreement or any other document by any person or entity shall constitute the legal, valid
and binding execution of this Agreement or such other document by such person or entity.


 


h)       Section
Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or to be taken into consideration in the interpretation hereof.


 


i)       Identity
Disclosure. To help the U.S. Government prevent the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that identifies client corporations and senior management
and or owners of corporate clients. In accordance with these requirements the Marketer will request certain information which may
include name, address, date of birth (for individuals), corporate tax ID and other information that will allow us to identify the
Fund and senior management and or owners of the Fund. The Marketer may also request to see certain documents such as Certificate
of Incorporation, driver’s license or other identifying documents. The Marketer is committed to maintaining the privacy of
our current and former clients.


 


Pickwick’s Privacy Policy
and Business Continuity Plan can be found under Disclosure Information on its website
www.pickwickcapitalpartners.com.


 


Signature Page Follows




     

     


    

 


IN WITNESS WHEREOF,
the parties have hereunto executed this Agreement as of the day and year first above written.


 


	 	 
	 	Runway Growth Credit Fund Inc.
	 	 
	 	 
	 	By: /s/ Thomas B. Raterman                           
	 	Name: Thomas B. Raterman
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	Runway Growth Capital LLC
	 	 
	 	 
	 	By: /s/ Thomas B. Raterman                           
	 	Name: Thomas B. Raterman
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	Pickwick Capital Partners, LLC
	 	 
	 	 
	 	By: /s/ Douglas C. W. Greenwood                  
	 	Name: Douglas C. W. Greenwood
	 	Title: President


 


 




     

     


    

 


SCHEDULE A


 


INVESTOR PROSPECTS


 








	Name	City, State	Date Added	Date Removed
	1.	 	 	 
	2.	 	 	 
	3.	 	 	 
	4.	 	 	 
	5.	 	 	 


 


 


IN WITNESS WHEREOF, the parties
have hereunto executed this Schedule A as of the ____ day of __________, 201_.


 


	 	 
	 	Runway Growth Credit Fund Inc.
	 	 
	 	 
	 	By: _____________________________
	 	Name: Thomas B. Raterman
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	Pickwick Capital Partners, LLC
	 	 
	 	 
	 	By: _____________________________
	 	Name: Douglas C. W. Greenwood
	 	Title: President





 


 




     

     


    

 


SCHEDULE B


 


STATES IN WHICH MARKETER IS REGISTERED
AS BROKER-DEALER


 





	
        California

        Colorado

        Connecticut

        Delaware

        District of Columbia

        Florida

        Georgia

        Illinois

        Iowa

        Maryland

        Massachusetts

        Michigan

        Minnesota

        Montana

        Nebraska
	
        Nevada

        New Hampshire

        New Jersey

        New York

        North Carolina

        Ohio

        Oregon

        Pennsylvania

        Rhode Island

        Texas

        Utah

        Vermont

        Virginia

        Washington



 


IN WITNESS WHEREOF, the undersigned
has hereunto executed this Schedule B as of the ____ day of __________, 201_.


 


	 	 
	 	Runway Growth Credit Fund Inc.
	 	 
	 	 
	 	By: _____________________________
	 	Name: 
	 	Title: 
	 	 
	 	 
	 	Pickwick Capital Partners, LLC
	 	 
	 	 
	 	By: _____________________________
	 	Name: Douglas C. W. Greenwood
	 	Title: President


 





 




     

     


    

 


APPENDIX
A


 


PICKWICK CAPITAL PARTNERS, LLC


INDEMNIFICATION PROVISIONS


 


In connection with the engagement of Pickwick
Capital Partners LLC (“Pickwick”) by Runway Growth Credit Fund Inc., an investment company that has elected to be regulated
as a business development company (the “Company”) under the Investment Company Act of 1940, as amended, pursuant to
a letter agreement dated _______, between the Company and Pickwick, as it may be amended from time to time (the “Letter Agreement”),
the Company hereby agrees as follows:


 


		1.	In connection with or arising out of or relating to the engagement of Pickwick under the Letter
Agreement, or any actions taken or omitted, services performed or matters contemplated by or in connection with the Letter Agreement,
the Company agrees to reimburse Pickwick, its affiliates and their respective directors, officers, employees, agents, and controlling
persons (each an “Indemnified Party”) promptly for expenses (including fees and expenses of legal counsel) that are
reasonably incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim, or
any litigation, proceeding, or other action in respect thereof. The Company also agrees (in connection with the foregoing) to indemnify
and hold harmless each Indemnified Party from and against any and all losses, claims, damages, and liabilities -- joint or several
-- to which any Indemnified Party may become subject, including any amount paid in settlement of any litigation or other action
(commenced or threatened), to which the Company shall have consented in writing (such consent not to be unreasonably withheld),
whether or not any Indemnified Party is a party and whether or not liability resulted; provided, however, that the Company
shall not be liable pursuant to this sentence in respect of any loss, claim, damage, or liability to the extent that a court having
competent jurisdiction shall have determined by final judgment (not subject to further appeal) that such loss, claim, damage, or
liability resulted solely from the willful misfeasance, bad faith or gross negligence of such Indemnified Party.



 


		2.	An Indemnified Party shall have the right to retain separate legal counsel of its own choice to
conduct the defense and all related matters in connection with any such litigation, proceeding, or other action. The Company shall
pay the fees and expenses of such legal counsel, and such legal counsel to the fullest extent consistent with its professional
responsibilities shall cooperate with the Company and any legal counsel designated by the Company. The Company agrees to consult
in advance with Pickwick with respect to the terms of any proposed waiver, release, or settlement of any claim, liability, proceeding,
or other action against the Company to which any Indemnified Party may also be subject, and to use its best efforts to afford Pickwick
and/or any such Indemnified Party the opportunity to join in such waiver, release, or settlement.



 


If indemnification is to be
sought hereunder by an Indemnified Party, then such Indemnified Party shall notify the Company of the commencement of any litigation,
proceeding, or other action in respect thereof; provided, however, that the failure to notify the Company shall not relieve
the Company from any liability or obligation that it may have under this paragraph or otherwise to such Indemnified Party. Following
such notification, the Company may elect in writing to assume the defense of such litigation, proceeding, or other action (and
the costs related thereto) and, on such election, the Company shall not be liable for any legal costs subsequently incurred by
such Indemnified Party (other than costs of investigation or the production of documents or witnesses) unless (i) the Company has
failed to provide legal counsel reasonably satisfactory to such Indemnified Party in a timely manner or (ii) such Indemnified Party
shall have reasonably concluded that (A) the representation of such Indemnified Party by legal counsel selected by the Company
would be inappropriate due to actual or potential conflicts of interest or (B) there may be legal defenses available to such Indemnified
Party that are different from additional to those available to the Company or any other Indemnified Party represented by such legal
counsel.


 






     

     


    

 


		3.	It is understood and agreed that, in connection with Pickwick’s engagement by the Company,
Pickwick may also be engaged to act for the Company in one or more additional capacities, and that the terms of any such additional
engagement may be embodied in one or more separate written agreements. These Indemnification Provisions shall apply to the engagement
under the Letter Agreement and to any such additional engagement and any modification of such additional engagement; provided,
however, that in the event that the Company engages Pickwick to act as a dealer Company in an exchange or tender offer or as
an underwriter in connection with the issuance of securities by the Company or to furnish an opinion letter (other than as indicated
in the Letter Agreement), such further engagement may be subject to separate indemnification and contribution provisions as may
be mutually agreed on.



 


		4.	These Indemnification Provisions shall remain in full force and effect whether or not any of the
transactions contemplated by the Letter Agreement are consummated and shall survive the expiration of the period of the Letter
Agreement and shall be in addition to any liability that the Company might otherwise have to any Indemnified Party under the Letter
Agreement or otherwise. The Parties agree that these Indemnification Provisions flow from the Company to Pickwick, but that nothing
contained in such Indemnification Provisions limit any right or cause of action that the Company may have against Pickwick under
the Letter Agreement; provided, however, that no Indemnified Party (including Pickwick) shall be liable to the Company or any affiliate
of the Company in connection with any matter arising out of or relating to the engagement of Pickwick under the Letter Agreement,
or any actions taken or omitted, services performed or matters contemplated by or in connection with the Letter Agreement, except
to the extent that a court having competent jurisdiction shall have determined by final judgment (not subject to further appeal)
that such liability resulted solely from the willful misfeasance, bad faith or gross negligence of such Indemnified Party.



 


	 	 
	 	Pickwick Capital Partners, LLC
	 	 
	 	 
	 	By: _____________________________
	 	Name: Douglas C. W. Greenwood
	 	Title: President
	 	 
	 	 
	 	 
	 	 
	 	Runway Growth Credit Fund Inc.
	 	 
	 	 
	 	By: _____________________________
	 	Name: ___________________________
	 	Title: ____________________________


 


 




     

     


    

 


APPENDIX
B


 


PICKWICK CAPITAL PARTNERS, LLC


FUND AND MANAGER REPRESENTATION


 


Runway Growth Credit Fund Inc. (the “Fund”)
and Runway Growth Capital LLC (the “Manager”) hereby represent and warrant to Pickwick Capital Partners, LLC (“PICKWICK”)
that:


 


		1.	None of the “Fund Covered Persons” is subject to any “Bad Actor” disqualifications
described in Rule 506(d) under the Securities Act of 1933, as amended, (each a “Disqualified Event”). A “Fund
Covered Person” is the Fund, the Manager, any person associated with the Fund or the Manager, any director, executive officer
or other officer of the Fund or the Manager participating in the Transaction, as defined in the Letter Agreement.



 


		2.	The Fund will notify Pickwick in writing of any Disqualification Event relating to any Fund Covered
Person not previously disclosed, and any event that would, with the passage of time, become a Disqualification Event relating to
any Fund Covered Person. The Fund agrees to contact PICKWICK as promptly as practical if there is any change which would cause
the above representations for a “Bad Actor” to be untrue or inaccurate.



 


 


The foregoing representations, warranties
and covenants will be true and correct as of the date hereof. The Fund or the Manager, as appropriate, must notify Pickwick, in
writing, if, any of the representations or warranties made by the Fund or the Manager in this representation become inaccurate
or untrue, and of the facts relating thereto.


 


	 	Agreed to and Accepted by:
	 	 
	 	Runway Growth Credit Fund Inc.
	 	 
	 	 
	 	By: _____________________________
	 	Name: ___________________________
	 	Title: ____________________________
	 	 
	 	 
	 	Runway Growth Capital LLC
	 	 
	 	 
	 	By: _____________________________
	 	Name: ___________________________
	 	Title: ____________________________


 


 


 



     

     


    




 


PICKWICK CAPITAL PARTNERS, LLC


MARKETER REPRESENTATION


 


Pickwick Capital Partners, LLC (the “Marketer”)
hereby represents and warrants to Runway Growth Credit Fund Inc. (the “Fund”) and Runway Growth Capital LLC (the “Manager”)
that:


 


		1.	None of the “Marketer Covered Persons” is subject to any “Bad Actor” disqualifications
described in Rule 506(d) under the Securities Act of 1933, as amended, (each a “Disqualification Event”). A “Marketer
Covered Person” is the Marketer, any person associated with the Marketer, any director, executive officer or other officer
of the Marketer participating in the Transaction, as defined in the Letter Agreement.



 


		2.	The Marketer will notify the Fund and the Manager in writing of any Disqualification Event relating
to any Marketer Covered Person not previously disclosed, and any event that would, with the passage of time, become a Disqualification
Event relating to any Marketer Covered Person. The Marketer agrees to contact the Fund and the Manager as promptly as practical
if there is any change which would cause the above representations for a “Bad Actor” to be untrue or inaccurate.



 


 


The foregoing representations, warranties
and covenants will be true and correct as of the date hereof. The Marketer must notify the Fund and the Manager, in writing, if,
any of the representations or warranties made by the Marketer in this representation become inaccurate or untrue, and of the facts
relating thereto.


 


	 	Agreed to and Accepted by:
	 	 
	 	Pickwick Capital Partners, LLC
	 	 
	 	 
	 	By: _____________________________
	 	Name: ___________________________
	 	Title: ____________________________


 


 




     

     


    

 


EXHIBIT C


 


PICKWICK CAPITAL PARTNERS, LLC


DISCLOSURE STATEMENT


AND


AUTHORIZATION TO RELEASE INFORMATION


 


Runway Growth Capital LLC (the “Manager”),
is the Investment Manager of the Runway Growth Credit Fund Inc. (the “Fund”). The Fund has engaged the
services of Pickwick Capital Partners, LLC (the “Marketer”) to solicit prospective investors to acquire
shares of common stock, par value $0.01 per share, (“Interests”) in the Fund. The Fund is not affiliated with
the Marketer, and the Marketer performs its services for the Fund pursuant to a written agreement between the Fund and the Marketer
(the “Marketing and Consulting Agreement”).


 


For each person or entity (including you,
the “Investor”) that is solicited by the Marketer pursuant to the terms and conditions of the Marketing and
Consulting Agreement, which acquires an Interest as a result of such solicitation, the Fund has agreed to pay the Marketer a fee
equal to one and one-half percent (1.50%) on the committed investment amount in the Fund by the Investor. This compensation to
the Marketer does affect the management, incentive fees and allocations that you would be charged or allocated in the event that
you acquired an Interest without the solicitation of the Marketer.


 


You hereby acknowledge that your introduction
to the Manager or the Fund by the Marketer and its personnel does not constitute an endorsement by the Marketer of the Manager
or an investment recommendation by the Marketer with respect to the Manager or the Fund. You hereby authorize the Manager or the
Fund to provide the Marketer with a duplicate copy of the subscription documentation entered into by you with respect to the Fund.


 


Notification to Investors/Clients –
Identification Verification: The USA Patriot Act requires all financial institutions to obtain, verify and record information
that identifies each person and entity that opens an account. Therefore, such identity information must be received prior to accepting
an investment in a company; and either before or after such investment, we must verify this identification information. We will
request to view one or more of the following documents in order to verify identification: for an individual, an unexpired government-issued
identification evidencing nationality, residence, and bearing a photograph or similar safeguard, such as a driver’s license
or passport; and for an entity, documents showing the existence of the entity, such as certified articles of incorporation, a government-issued
business license, a partnership agreement, or a trust agreement. Alternatively, we will reference a database or other official
public information source to verify the legal entity’s identity.


 


The Marketer’s Privacy Policy can
be found under Disclosure Information on its website at www.pickwickcapitalpartners.com.


 


PICKWICK
CAPITAL PARTNERS, LLC


 


Please acknowledge your receipt of this
written disclosure statement and authorization to release information:


 


 


Full Name of Entity/Individual Investor:
_________________________________________________________


 





	If an Entity:	Signature: ______________________________________________________________
	 	 
	 	Signing Officer Name: ____________________________________________________
	 	 
	 	Title: __________________________________________________________________
	 	 
	 	 
	If an Individual:	Signature: _____________________________________________________________