Exhibit 10.2 


 


ADMINISTRATION AGREEMENT


 


BETWEEN


 


TRIPLEPOINT PRIVATE VENTURE CREDIT INC.


 


AND


 


TRIPLEPOINT ADMINISTRATOR LLC


 


Administration Agreement,
dated as of May 27, 2020 (this “Agreement”), by and between TRIPLEPOINT PRIVATE VENTURE CREDIT INC.,
a Maryland corporation (the “Corporation”), and TRIPLEPOINT ADMINISTRATOR LLC, a Delaware limited liability
company (the “Administrator”).


 


WHEREAS, the Corporation
was initially organized as a Maryland limited liability company, TriplePoint Global Venture Credit, LLC, and converted to a Maryland
corporation, TriplePoint Private Venture Credit Inc. (the “Conversion”), immediately following and on the same day
that the Corporation filed its election to be treated as a business development company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”);


 


WHEREAS, references to
the Corporation in this Agreement that relate to actions taken by the Corporation prior to the Conversion, include relevant actions
taken by the Corporation’s predecessor entity, TriplePoint Global Venture Credit, LLC;


 


WHEREAS, the Corporation
has filed a registration statement on Form 10 (the “Registration Statement”) to register its common stock
under the Securities Exchange Act of 1934, as amended, and is separately offering shares of such common stock for sale in a concurrent
private offering of such common stock (the “Offering”);


 


WHEREAS, the Corporation
will operate as a closed-end, externally managed, non-diversified management investment company that has elected to be treated
as a business development company under the Investment Company Act;


 


WHEREAS, the Corporation
desires to retain the Administrator to provide administrative services to the Corporation in the manner and on the terms hereinafter
set forth; and


 


WHEREAS, the Administrator
is willing to provide administrative services to the Corporation on the terms and conditions hereafter set forth.


 


NOW, THEREFORE, in consideration
of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Corporation and the Administrator hereby agree as follows:


 


1.            Duties
of the Administrator.


 


(a)            Employment
of Administrator. The Corporation hereby employs the Administrator to act as administrator of the Corporation, and to furnish,
or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and
the overall control of the Board of Directors of the Corporation (the “Board”), for the period and on the terms
and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render,
or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs
and expenses provided for herein. The Administrator and such others who may furnish some or all of the administrative services,
personnel and facilities described below, shall for all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized herein, have no authority to act for or represent the Corporation in any way or otherwise
be deemed agents of the Corporation.


 






    


     


    

 


(b)            Services.
The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the
operation of the Corporation. Without limiting the generality of the foregoing, the Administrator shall furnish to the Corporation
office facilities and equipment and will provide the Corporation with clerical, bookkeeping, recordkeeping and other administrative
services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time
determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of
the Corporation, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder
servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other
persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its
performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business
and affairs of the Corporation as it shall determine to be desirable; provided that nothing herein shall be construed to require
the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other
assets that the Corporation should purchase, retain or sell or any other investment advisory services to the Corporation. The Administrator
shall be responsible for the financial and other records that the Corporation is required to maintain and shall prepare reports
to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”)
or any other regulatory authority, including, but not limited to, current reports on Form 8-K, quarterly reports on Form 10-Q,
annual reports on Form 10-K and proxy or information statements to stockholders. The Administrator will provide on the Corporation’s
behalf significant managerial assistance to those portfolio companies that have accepted the Corporation’s offer to provide
such assistance. In addition, the Administrator will assist (i) the Corporation in determining and publishing the Corporation’s
net asset value, (ii) oversee the preparation and filing of the Corporation’s tax returns and other regulatory filings,
(iii) oversee the printing and dissemination of reports and other materials to stockholders of the Corporation, and (iv) generally
oversee the payment of the Corporation’s expenses and the performance of administrative and professional services rendered
to the Corporation by others.


 


2.            Records.
The Administrator agrees to maintain and keep all books, accounts and other records of the Corporation that relate to
activities performed by the Administrator hereunder and, if required by the Investment Company Act, will maintain and keep
such books, accounts and records in accordance with that Act. In compliance with the requirements of
Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the
Corporation shall at all times remain the property of the Corporation, shall be readily accessible during normal business
hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request by the
Corporation. The Administrator further agrees that all records which it maintains for the Corporation pursuant to
Rule 31a-l under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2
under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be
surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject
to observance of its confidentiality obligations under this Agreement. The Administrator may engage one or more third parties
to perform all or a portion of the foregoing services.


 






    2


     


    

 


3.            Confidentiality.
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided
by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including
nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the purpose
of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed
to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information
that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement,
or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial
or administrative process or otherwise by applicable law or regulation.


 


4.            Compensation;
Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Corporation
shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing
personnel and facilities (including rent) hereunder. If requested to perform significant managerial assistance to portfolio companies
of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed
the amount the Corporation receives from the portfolio companies for providing this assistance. The Corporation will bear all costs
and expenses that are incurred in its operation and transactions and not specifically assumed by TriplePoint Advisers LLC, the
Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement,
dated as of May 27, 2020, by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation
include, but are not limited to, those relating to:


 


(a)            organization
of the Corporation, including the Corporation’s predecessor, and expenses relating to the Offering and the concurrent private
placement of preferred stock of the Corporation of up to $2.0 million (the “O & O Cap”). The Adviser has agreed
to pay for all such expenses in excess of the O & O Cap and all placement fees and related expenses in connection with
the Offering to the placement agents;


 


(b)            calculations
of the net asset value of the Corporation (including the cost and expenses of any independent valuation firm);


 


(c)            indemnification
payments;


 


(d)            providing
managerial assistance to those portfolio companies that request it;


 






    3


     


    

 


(e)            marketing
expenses;


 


(f)            expenses
relating to the development and maintenance of the Corporation’s website;


 


(g)            fees
and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisers, in connection
with monitoring the financial and legal affairs of the Corporation and in monitoring the Corporation’s investments, performing
due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;


 


(h)            interest
payable on debt, if any, incurred by the Corporation to finance its investments and expenses related to unsuccessful portfolio
acquisition efforts;


 


(i)            offerings
of the common stock and other securities of the Corporation (other than as described in clause (a) above);


 


(j)            investment
advisory fees payable to the Adviser;


 


(k)            administration
fees, expenses and/or payments payable under the administration agreement dated as of even date herewith (the “Administration
Agreement”), between the Corporation and TriplePoint Administrator LLC (the “Administrator”), the
Corporation’s administrator;


 


(l)             fees
payable to third parties, including agents, consultants and other advisors, relating to, or associated with, evaluating and making
investments, including costs associated with meeting potential financial sponsors;


 


(m)           fees
payable to transfer agents and dividend agents and custodial fees and expenses;


 


(n)            federal
and state registration fees;


 


(o)            all
costs of registration of the Corporation’s securities with appropriate regulatory agencies;


 


(p)            all
costs of listing the Corporation’s securities on any securities exchange;


 


(q)            U.S.
federal, state and local taxes;


 


(r)            independent
directors’ fees and expenses;


 


(s)            costs
of preparing and filing reports or other documents required by the Securities and Exchange Commission (the “SEC”),
the Financial Industry Regulatory Authority or other regulators;


 






    4


     


    

 


(t)            costs
of any reports, proxy statements or other notices to stockholders, including printing costs;


 


(u)           costs
associated with compliance obligations under the Investment Company Act and any other relevant federal and state securities laws;


 


(v)           costs
associated with individual or groups of stockholders;


 


(w)          the
Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability
insurance policies, and any other insurance premiums;


 


(x)           direct
costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff,
independent auditors and outside legal costs; and


 


(y)           any
and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s
business, including payments made under the Administration Agreement based upon the Corporation’s allocable portion of the
Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable
portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.


 


To the extent the Administrator
outsources any of its functions, the Corporation will pay the fees associated with such functions on a direct basis without profit
to the Administrator. The Administrator is hereby authorized to enter into one or more sub-administration agreements, upon Board
approval, with other service providers (each, a sub-administrator) pursuant to which the Administrator may obtain the services
of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in accordance
with the requirements of the Investment Company Act and other applicable federal and state law.


 


5.            Limitation
of Liability of the Administrator; Indemnification. The Administrator (and its officers, managers, members, partners,
employees, controlling persons, agents, and any other person or entity affiliated with the Administrator) shall not be liable
to the Corporation for any action taken or omitted to be taken by the Administrator in connection with the performance of any
of its duties or obligations under this Agreement or otherwise as administrator for the Corporation, and the Corporation
shall indemnify, defend and protect the Administrator (and its officers, managers, members, partners, employees, controlling
persons, agents, and any other person or entity affiliated with the Administrator, including without limitation the
Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified
Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by
reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit
by or in the right of the Corporation or its stockholders) arising out of or otherwise based upon the performance of any of
the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Corporation.
Notwithstanding the preceding sentence of this Paragraph 5 to the contrary, nothing contained herein shall protect or be
deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to
indemnification in respect of, any liability to the Corporation or its stockholders to which the Indemnified Parties would
otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of
the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations
under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act
and any interpretations or guidance by the SEC or its staff thereunder). Notwithstanding anything to the contrary in this
Agreement, for so long as the Corporation is subject to the Investment Company Act, the Corporation shall not advance an
Indemnified Party any expenses to the extent such advancement would violate the Investment Company Act.


 






    5


     


    

 


6.            Activities
of the Administrator. The services of the Administrator to the Corporation are not to be deemed to be exclusive, and the Administrator
and each of its affiliates are free to render services to others. It is understood that directors, officers, employees and stockholders
of the Corporation are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers,
employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees,
partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Corporation as
stockholders or otherwise.


 


7.            Duration
and Termination of this Agreement. This Agreement shall become effective as of the date hereof, and shall remain in force with
respect to the Corporation for two years thereafter, and thereafter continue from year to year, but only so long as such continuance
is specifically approved at least annually by the Board.


 


This Agreement may be
terminated at any time, without the payment of any penalty, by the Corporation, or by the Administrator, upon 60 days’ written
notice to the other party. This Agreement may not be assigned by a party without the consent of the other party.


 


The provisions of Section 5
of this Agreement shall remain in full force and effect and the Administrator shall remain entitled to the benefits thereof, notwithstanding
any termination of this Agreement. Further, notwithstanding the termination of expiration of this Agreement, the Administrator
shall be entitled to any amounts owed under Section 4 through the date of termination or expiration and Section 5 shall
continue in force and effect and apply to the Administrator and its representatives as and to the extent applicable.


 


8.            Entire
Agreement; No Amendment. This Agreement represents the entire agreement among each of the parties with respect to the subject
matter hereof. It is expressly understood that no representations, warranties, guarantees or other statements shall be valid or
binding upon a party unless expressly set forth in this Agreement. It is further understood that any prior agreements or understandings
between the parties with respect to the subject matter hereof have merged in this Agreement which fully expresses the entire agreement
of the parties as to the subject matter hereof and supersedes all such prior agreements and understandings. This Agreement may
not be amended, modified or otherwise altered except by a written agreement signed by the party against whom enforcement is sought.


 


9.            Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Notwithstanding
the foregoing, nothing herein shall be construed in any manner inconsistent with the Investment Company Act, or any rule, regulation
or order of the SEC promulgated thereunder and applicable to the performance of the services anticipated under this Agreement.


 






    6


     


    

 


10.          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered
with proof of delivery thereof (any notice or communication so delivered being deemed to have been received at the time delivered),
or sent by U.S. certified mail, return receipt requested, postage prepaid (any notice or communication so sent being deemed to
have been received two business days after mailing in the United States), with failure or refusal to accept delivery to constitute
delivery for all purposes of this Agreement, addressed to the respective parties as follows:


 


If to the Corporation, to:


 


TriplePoint Private Venture Credit Inc.


Attention: Sajal K. Srivastava


2755 Sand Hill Road


Suite 150


Menlo Park, California 94025


 


If to the Administrator, to:


 


TriplePoint Administrator LLC


Attention: Sajal K. Srivastava


2755 Sand Hill Road


Suite 150


Menlo Park, California 94025


 


with a copy to (which shall not constitute notice):


 


Harry S. Pangas


Dechert LLP


1900 K Street, NW


Washington, DC 20006-1110


 


11.            Effect
of Waiver or Consent. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. No waiver of any provision hereunder shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.


 


12.            No
Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the
prior written consent of the other party. The provisions of Section 5 of this Agreement shall remain in full force and effective
and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement.


 






    7


     


    

 


13.            Binding
Effect. This Agreement shall be binding on and inure to the benefit of the parties, and their respective successors and permitted
assigns. Except as otherwise expressly provided herein, this Agreement is for the sole benefit of the parties, and no other person
shall have any rights, benefits or remedies by reason of this Agreement, nor shall any party owe any duty or obligation whatsoever
to any such person (other than another party) by virtue of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    8


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on the date above written.


 


	 	TRIPLEPOINT PRIVATE VENTURE CREDIT INC.
	 
	 	By:	/s/ Sajal K. Srivastava
	 	 	Name:	Sajal K. Srivastava
	 	 	Title:	President and
	 	 	 	Chief Investment Officer
	 
	 	TRIPLEPOINT ADMINISTRATOR LLC
	 
	 	By:	/s/ Sajal K. Srivastava
	 	 	Name:	Sajal K. Srivastava
	 	 	Title:	President






 


 


[Signature
Page to Administration Agreement]