Exhibit 10.3


 


LICENSE AGREEMENT


 


BETWEEN


 


TRIPLEPOINT CAPITAL LLC


 


AND


 


TRIPLEPOINT PRIVATE VENTURE CREDIT INC.


 


LICENSE AGREEMENT, dated as of May 27,
2020 (this “Agreement”), by and between TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company
(the “Licensor”), and TRIPLEPOINT PRIVATE VENTURE CREDIT INC., a Maryland limited liability company (the
 “Licensee”).


 


RECITALS


 


WHEREAS, Licensor has adopted, is using
and is the owner of certain rights in the trade name “TriplePoint” in the United States (the “Licensed Mark”);


 


WHEREAS, the Licensee is a closed-end investment
company that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended
(the “Investment Company Act”);


 


WHEREAS, pursuant to the Investment Advisory
Agreement, dated as of May 27, 2020 (the “Advisory Agreement”), by and between TriplePoint Advisers LLC,
a Delaware limited liability company and a subsidiary of the Licensor (the “Adviser”), and the Licensee, the
Licensee has engaged the Adviser to act as the investment adviser to the Licensee; and


 


WHEREAS, the Licensee desires to use the
Licensed Mark as part of the trade name TriplePoint Global Venture Credit, LLC (“Licensed Trade Name”) and in
connection with the operation of its business, and the Licensor is willing to permit the Licensee to use the Licensed Mark and
the Licensed Trade Name, subject to the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


ARTICLE I


 


Section 1.1.           
Definitions.


 


(a)          
“Adviser” has the meaning set forth in the recitals.


 


(b)          
“Advisory Agreement” has the meaning set forth in the recitals.


 


(c)          

“Agreement” has the meaning set forth in the preamble.


 


(d)          

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.


 


(e)          

“Investment Company Act” has the meaning set forth in the recitals.


 


(f)           

“Licensed Mark” has the meaning set forth in the recitals.


 



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(g)          

“Licensed Services” means any services or financing products offered in the United States by Licensed
Users.


 


(h)          
 “Licensed Trade Name” has the meaning set forth in the recitals.


 


(i)           

“Licensed User” and “Licensed Users” means the Licensee and the Licensee’s Subsidiaries.


 


(j)           

“Licensee” has the meaning set forth in the preamble.


 


(k)          

 “Licensor” has the meaning set forth in the preamble.


 


(l)           

 “Subsidiary” means any corporation, company or other legal entity:


 


(i)       
more than 50% of whose shares or outstanding securities (representing the right to vote for the election of directors
or other managing authority) are, now or hereafter, Controlled, directly or indirectly by a party hereto, but such entity shall
be deemed to be a Subsidiary for the purposes of this Agreement only so long as such Control exists; or


 


(ii)      
which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated
association, but more than 50% of whose ownership interest representing the right to make decisions for such entity is now
or hereafter, Controlled, directly or indirectly by a party hereto, but such entity shall be deemed to be a Subsidiary for the
purposes of this Agreement only so long as such Control exists.


 


ARTICLE II


 


LICENSE GRANT AND CONDITIONS OF LICENSED
USE


 


Section 2.1.           

Licensor hereby grants to the Licensed Users, and the Licensed Users hereby accept from Licensor, a nonexclusive, nontransferable,
nonsublicensable, royalty-free license, during the term of this Agreement, to use and display the Licensed Trade Name and the Licensed
Mark in the United States solely in connection with the Licensed Services.


 


Section 2.2.           
The Licensed Mark shall remain the exclusive property of the Licensor and nothing in this Agreement shall give Licensed
Users any right or interest in the Licensed Mark except the licenses expressly granted in this Agreement.


 


Section 2.3.           

All of Licensor’s rights in and to the Licensed Mark, including, but not limited to, the right to use and to grant
others the right to use the Licensed Mark, are reserved by Licensor.


 


Section 2.4.           

No license, right, or immunity is granted by either party to the other, either expressly or by implication, or by estoppel,
or otherwise with respect to any trademarks, copyrights, trade dress or other property right, other than with respect to the Licensed
Trade Name and the Licensed Mark in accordance with Article 2.1 of this Agreement.


 


Section 2.5.           

All use of the Licensed Mark by Licensed Users, and all goodwill associated with such use, shall inure to the benefit of
Licensor.


 


Section 2.6.            Licensed
Users hereby acknowledge that Licensor is the sole owner of all right, title and interest in and to the Licensed Mark, and
that Licensed Users have not acquired, and shall not acquire, any right, title or interest in or to the Licensed Mark except
the right to use the Licensed Mark in accordance with the terms of this Agreement.


 






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Section 2.7.            Licensed Users shall not register the Licensed Mark in any jurisdiction without Licensor’s express prior written
consent, and Licensor shall retain the exclusive right to apply for and obtain registrations for the Licensed Mark throughout
the world.


 


Section 2.8.           
Licensed Users shall not challenge the validity or enforceability of the Licensed Mark, nor shall Licensed Users challenge
Licensor’s ownership of the Licensed Mark or the enforceability of Licensor’s rights therein.


 


Section 2.9.           
Licensed Users agree to cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation
necessary or useful to protect and/or enforce Licensor’s intellectual property rights in the Licensed Mark.


 


ARTICLE III


 


COMPLIANCE


 


Section 3.1.           

Quality Control.  In order to promote the goodwill symbolized by the Licensed Mark, Licensed Users will insure
that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by Licensor.


 


(a)           

Licensed Users shall use the Licensed Mark only in connection with services that meet or exceed generally accepted industry
standards of quality and performance.


 


(b)           

Licensor shall have the right to monitor the quality of the services provided and promotional materials used by Licensed
Users, and Licensed Users shall use commercially reasonable efforts to assist Licensor in monitoring the quality of the services
provided and promotional materials used by Licensed Users.


 


(c)           

From time to time and upon Licensor’s request, Licensed Users shall submit to Licensor samples of all materials bearing
the Licensed Mark, including, without limitation, any advertising, packaging and other publicly disseminated materials.


 


(d)           

If Licensor discovers any improper use of the Licensed Mark on any such submission and delivers a writing describing in
detail the improper use to Licensee, Licensed Users shall remedy the improper use immediately.


 


Section 3.2.           

Compliance with Laws.  The Licensee agrees that the business operated by it in connection with the Licensed
Mark shall comply in all material respects with all laws, rules, regulations and requirements of any governmental body in the United
States of America (the “Territory”) or elsewhere as may be applicable to the operation, advertising and promotion
of the business.


 


Section 3.3.            Notification
of Infringement.  Each party shall immediately notify the other party and provide to the other party all relevant
background facts upon becoming aware of (i) any registrations of, or applications for registration of, marks in the
Territory that do or may conflict with the Licensed Mark, (ii) any infringements, imitations, or illegal use or misuse
of the Licensed Mark in the Territory (“Third Party Infringement”) or (iii) any claim that
Licensee’s use of the Licensed Mark infringes the intellectual property rights of any third party in the Territory
(“Third Party Claim”).  Licensor shall have the exclusive right, but not the obligation, to
prosecute, defend and/or settle in its sole discretion, all actions, proceedings and claims involving any Third Party
Infringement or Third Party Claim, and to take any other action that it deems necessary or proper for the protection and
preservation of its rights in the Licensed Mark.  Licensee shall cooperate with Licensor in the prosecution, defense or
settlement of such actions, proceedings or claims at Licensor’s expense.  Licensor shall be entitled to retain any
and all damages and other monies awarded or otherwise paid in connection with any such action.


 






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ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES


 


Section 4.1.           

Mutual Representations.  Each party hereby represents and warrants to the other party as follows:


 


(a)           

Due Authorization.  Such party is duly formed and in good standing as of the date of this Agreement and the
execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part
of such party.


 


(b)           

Due Execution.  This Agreement has been duly executed and delivered by such party and, with due authorization,
execution and delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against
such party in accordance with its terms.


 


(c)           

No Conflict.  Such party’s execution, delivery and performance of this Agreement do not: (i) violate,
conflict with or result in the breach of any provision of the organizational documents of such party; (ii) conflict with or
violate any law or governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict
with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would
become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension,
revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement
to which it is a party.


 


ARTICLE V


 


TERM AND TERMINATION


 


Section 5.1.           

Term.


 


(a)           

The Licensee may terminate this Agreement by giving 60 days prior written notice to the other party.


 


(b)           

This Agreement and all rights and licenses granted under this Agreement shall terminate as soon as practicable, but no longer
than 60 days, after:


 


(i)           

Licensee or the Adviser is acquired by a third party; or


 


(ii)          
Adviser or any other subsidiary of Licensor ceases to act as the investment adviser under the Advisory Agreement to the
Licensee.


 


Section 5.2.           

Subsidiaries.  In the event that Licensee loses Control of a Subsidiary, all rights and licenses granted to
the former Subsidiary under this Agreement shall immediately terminate.


 


Section 5.3.           

Upon Termination.  Upon expiration or termination of this Agreement, all rights granted to the Licensee under
this Agreement with respect to the Licensed Mark and the Licensed Trade Name shall cease, and the Licensee shall immediately discontinue
use of the Licensed Mark and the Licensed Trade Name.


 






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ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1.           

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 United States 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 Licensee, to:
	TriplePoint Global Venture Credit, LLC
	Attention: Sajal K. Srivastava
	2755 Sand Hill Road
	Suite 150
	Menlo Park, California 94025


 


	If to the Licensor, to:
	TriplePoint Capital LLC
	Attention: Sajal K. Srivastava
	2755 Sand Hill Road
	Suite 150
	Menlo Park, California 94025
	 
	with a copy to:
	Harry S. Pangas
	Dechert LLP
	1900 K Street NW
	Washington, DC 20006


 


Section 6.2.           

Entire Agreement; No Amendment.  This Agreement represents the entire agreement among each of the parties hereto
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 all agreements of the parties hereto 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 hereto against whom enforcement is sought.


 


Section 6.3.           

Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Maryland.  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 Securities and Exchange Commission promulgated thereunder and applicable to
the performance of the services anticipated under this Agreement.


 


Section 6.4.           

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.


 


Section 6.5.            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.


 


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


 


	 	LICENSOR:
	 	TRIPLEPOINT CAPITAL LLC
	 	 	 
	 	 	 
	 	By:	/s/ Sajal K. Srivastava
	 	 	Name: Sajal K. Srivastava
	 	 	Title: Co-Chief Executive Officer
	 	 	 
	 	 
	 	LICENSEE:
	 	TRIPLEPOINT PRIVATE VENTURE CREDIT, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Sajal K. Srivastava
	 	 	Name: Sajal K. Srivastava
	 	 	Title: President and Chief Investment Officer


 


 


 


 


 


[Signature Page to TriplePoint License Agreement]