Exhibit 4.1


 


SECOND SUPPLEMENTAL INDENTURE


 


between


 


RUNWAY GROWTH FINANCE CORP. 


 


and


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of December 7, 2022




 






     


     


    

 


SECOND SUPPLEMENTAL INDENTURE


 


THIS SECOND SUPPLEMENTAL INDENTURE
(this “Second Supplemental Indenture”), dated as of December 7, 2022, is between Runway Growth Finance Corp., a Maryland
corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee
executed and delivered an Indenture, dated as of July 28, 2022 (the “Base Indenture” and, as supplemented by this
Second Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the
Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in
one or more series as provided in the Base Indenture.


  


The Company desires to initially
issue and sell up to $45,000,000 aggregate principal amount (or up to $51,750,000 aggregate principal amount if the underwriters’
overallotment option to purchase additional 2027 Notes (as defined herein) is exercised in full) of the Company’s 8.00% Notes
due 2027 (the “2027 Notes”).


 


Sections 901(4) and 901(6)
of the Base Indenture provide that, without the consent of Holders of the Securities of any series issued under the Indenture, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding
of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish
the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.


 


The Company desires to establish
the form and terms of the 2027 Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit
of the Holders of the 2027 Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental
Indenture”)).


 


The Company has duly authorized
the execution and delivery of this Second Supplemental Indenture to provide for the issuance of the 2027 Notes and all acts and things
necessary to make this Second Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement
of the Company, in accordance with its terms, have been done and performed.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the 2027 Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the 2027 Notes, as follows:


 






     


     


    

 


ARTICLE I

TERMS OF THE 2027 NOTES


 


Section 101. Terms
of the 2027 Notes. The following terms relating to the 2027 Notes are hereby established:


 


(a) The 2027 Notes shall constitute
a series of Securities having the title “8.00% Notes due 2027” and shall be designated as “Senior Securities”
under the Indenture. The 2027 Notes shall bear a CUSIP number of 78163D 308 and an ISIN number of US78163D3089.


 


(b) The aggregate principal
amount of the 2027 Notes that may be initially authenticated and delivered under the Indenture (except for 2027 Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2027 Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Base Indenture) shall be $45,000,000 aggregate principal amount (or up to $51,750,000 aggregate principal amount if
the underwriters’ overallotment option to purchase additional 2027 Notes is exercised in full). Under a Board Resolution, Officers’
Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent of
the Holders of 2027 Notes, issue additional 2027 Notes (in any such case, “Additional Notes”) having the same ranking
and the same interest rate, maturity and other terms as the 2027 Notes initially issued. Any Additional Notes and the existing 2027 Notes
shall constitute a single series under the Indenture, and all references to the relevant 2027 Notes herein shall include the Additional
Notes unless the context otherwise requires.


 


(c) The entire outstanding
principal of the 2027 Notes shall be payable on December 31, 2027 unless earlier redeemed or repurchased in accordance with the provisions
of the Indenture.


 


(d) The rate at which the
2027 Notes shall bear interest shall be 8.00% per annum. The date from which interest shall accrue on the 2027 Notes shall be December
7, 2022, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the
2027 Notes shall be March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2023 (provided that, if an Interest
Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business
Day, and no additional interest shall accrue as a result of such delayed payment); the initial interest period shall be the period from
and including December 7, 2022 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding,
the initial Interest Payment Date, and the subsequent interest periods shall be the periods from and including an Interest Payment Date
to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name the 2027 Note (or one or more predecessor
2027 Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, My 15, August
15 and November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal
of (and premium, if any) and any such interest on the 2027 Notes shall be made at Corporate Trust Office of the Trustee located at 111
Fillmore Avenue, St. Paul, MN 55107, Attention: Runway Growth Finance Corp. (8.00% Notes Due 2027) and at such other address as designated
by the Trustee from time to time, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further,
however, that so long as the 2027 Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance
with the procedures established by The Depository Trust Company and the Trustee. Interest on the 2027 Notes shall be computed on the basis
of a 360-day year of twelve 30-day months.


 


(e) The 2027 Notes shall
be initially issuable in global form (each such 2027 Note, a “Global Note”). The Global Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Second
Supplemental Indenture. Each Global Note shall represent the outstanding 2027 Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding 2027 Notes from time to time endorsed thereon and that the
aggregate amount of outstanding 2027 Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount
of outstanding 2027 Notes represented thereby shall be made by the Trustee or the Security Registrar,
in accordance with Sections 203 and 305 of the Base Indenture.


 






     


     


    

 


(f) The depositary for such
Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with
respect to the Global Notes shall be the Trustee.


 


(g) The 2027 Notes shall be
defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403
of the Base Indenture shall apply to the covenants contained in Sections 1007 and 1008 of the Indenture.


 


(h) The 2027 Notes shall be
redeemable pursuant to Section 1101 of the Base Indenture and as follows:


 


(i) The 2027 Notes
shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after December 31, 2024,
at a redemption price of $25 per 2027 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly
interest period accrued to, but excluding, the date fixed for redemption.


 


(ii) Notice of redemption
shall be given in writing and mailed, first-class postage prepaid, by overnight courier guaranteeing next-day delivery or sent electronically
in accordance with the applicable procedures of DTC with respect to the 2027 Notes in global form, to each Holder of the 2027 Notes to
be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address,
facsimile number or email address appearing in the Security Register. All notices of redemption shall contain the information set forth
in Section 1104 of the Base Indenture.


 


(iii) Any exercise
of the Company’s option to redeem the 2027 Notes shall be done in compliance with the Investment Company Act.


 


(iv) If the Company
elects to redeem only a portion of the 2027 Notes, the Trustee shall determine the method for selecting the particular 2027 Notes to be
redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company Act.


 


(v) Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the 2027 Notes called
for redemption hereunder.


 


(i) The 2027 Notes shall not
be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.


 


(j) The 2027 Notes shall be
issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(k) Holders of the 2027 Notes
shall not have the option to have the 2027 Notes repaid prior to the Stated Maturity.


 


ARTICLE II

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 201. Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities
under the Base Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by
adding or amending and restating, as applicable, the following defined terms to Section 101 thereof in appropriate alphabetical sequence,
as follows:


 


“‘Business
Day’, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the
Securities, means, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City
and Chicago are authorized or obligated by law or executive order to close.”


 






     


     


    

 


“‘Corporate
Trust Office’, means the principal designated office of the Trustee at which at any time its corporate trust business shall
be administered, which office at the date hereof is (i) solely for purposes of surrender for registration of transfer or exchange or for
presentation for payment or repurchase or for conversion is located at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: Runway Growth
Finance Corp., and (ii) for all other purposes is located as One Federal Street, 10th Floor, Boston, MA 02110, Attention: Runway Growth
Finance Corp., or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to
time by notice to the Holders and the Company).”


 


“‘Exchange
Act’ means the Securities Exchange Act of 1934, as amended, and any statute successor thereto.” 


 


“‘FATCA’
means sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future regulations or official interpretations
thereof.”


 


“‘FATCA Withholding
Tax’ means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed
pursuant to FATCA.”


 


“‘GAAP’
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight
Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.”


 


“‘Investment
Company Act’ means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated
thereunder, to the extent applicable, and any statute successor thereto.”


 


“‘Noteholder
FATCA Information’ means, with respect to any Holder of a 2027 Note or Holder of an interest in a 2027 Note, information sufficient
to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.”


 


“‘Noteholder
Tax Identification Information’ means properly completed and signed tax certifications (generally, in the case of U.S. federal
income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the
meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that
is not a "United States Person" within the meaning of Section 7701(a)(30) of the Code).”


 


ARTICLE III

THE SECURITIES


 


Section 301. Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities
under the Base Indenture, whether now or hereafter issued and Outstanding, Article Three of the Base Indenture shall be amended with respect
to the 2027 Notes by adding the following Section 315:


 


“Section 315. FATCA
Withholding. Each Holder of a 2027 Note or Holder of an interest in a 2027 Note shall provide to the Trustee, any Paying Agent or
the Company, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the
Noteholder FATCA Information. The Trustee has the right to withhold any amounts of interest (properly withholdable under law and without
any corresponding gross-up) payable to a Holder of a 2027 Note or a Holder of an interest in a 2027 Note that fails to comply with the
requirements of the preceding sentence.”


 






     


     


    

 


ARTICLE IV

SATISFACTION AND DISCHARGE


 


Section 401. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities under the Base
Indenture, whether now or hereafter issued and Outstanding, Section 401 of the Base Indenture shall be amended by replacing clause (2)
thereof with the following:


 


“(2)
the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company, including sums payable
to the Trustee; and.”


 


ARTICLE V

COVENANTS


 


Section 501. Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities
under the Base Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by
adding the following new Sections 1007 and 1008, each as set forth below:


 


“Section 1007 Section 18(a)(1)(A)
of the Investment Company Act.


 


The Company hereby
agrees that for the period of time during which 2027 Notes are Outstanding, the Company will not violate, whether or not it is subject
to, Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act or any successor provisions thereto of
the Investment Company Act.”


  


“Section 1008 Commission
Reports and Reports to Holders.


 


If, at any time,
the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports
with the Securities and Exchange Commission, the Company agrees to furnish to the Holders of 2027 Notes and the Trustee for the period
of time during which the 2027 Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company,
audited annual financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company
(other than the Company’s fourth fiscal quarter), unaudited interim financial statements of the Company. All such financial statements
shall be prepared, in all material respects, in accordance with GAAP.”


 


ARTICLE VI

DEFEASANCE


 


Section 601. Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities
under the Base Indenture, whether now or hereafter issued and Outstanding, Section 1404 of the Base Indenture shall be amended by adding
the following clause (h):


 


“(h)
In the case of an election under Section 1402, in addition to the amounts deposited for the benefit of the Holders pursuant
to clause (a) of this Section 1404, the Company shall have irrevocably deposited or caused to be
irrevocably deposited with the Trustee all amounts then due to the Trustee under the Indenture.”


 


ARTICLE VII

MEETINGS OF HOLDERS OF SECURITIES


 


Section 701. Except as may be provided in
a Future Supplemental Indenture, for the benefit of the Holders of the 2027 Notes but no other series of Securities under the Base Indenture,
whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with
the following:


 


“(c) At any meeting of Holders,
each Holder of a 2027 Note or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such
series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman
of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”


 






     


     


    

 


ARTICLE VIII

MISCELLANEOUS


 


Section 801. This
Second Supplemental Indenture and the 2027 Notes shall be governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Second Supplemental
Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of the Indenture and shall, to the extent
applicable, be governed by such provisions.


  


Section 802. Except
as may be provided in a Future Supplemental Indenture, Article Six of the Base Indenture shall be amended by adding the following
Section 613:


 


“Section 613
Trustee’s Cooperation.


 


So long as the outstanding
2027 Notes are registered in the name of Cede & Co. or its registered assigns, the Trustee shall cooperate with Cede & Co., as
sole registered owner, and its registered assigns in effecting payment of the principal of, Redemption Price and interest on the 2027
Notes by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available
on the date they are due. The Company acknowledges that in order for the Trustee to make funds for such payments immediately available
to the Depository on the date they are due, the Company shall ensure the funds for such payments are remitted and made immediately available
to the Trustee, no later than 10:00 a.m. Eastern Time on the date they are due to Cede & Co. in order for the Trustee to conform to
the payment guidelines of the Depository. Funds for such payments received by the Trustee after 10:00 a.m. Eastern Time on the date they
are due to Cede & Co. may not be assured of timely payment and detail payment notification to the Depository for subsequent allocation
to the noteholders.”


 


Section 803. In
case any provision in this Second Supplemental Indenture or in the 2027 Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 804. This
Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same Second Supplemental Indenture. The exchange of copies of this Second
Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective
execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile,
..pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes. All notices, approvals,
consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee hereunder
must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital
signature provider as specified in writing to the Trustee by the authorized representative), in English.  The Company agrees to assume
all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 
The Trustee shall have no liability for relying on such digital signatures or electronic methods.


 


Section 805.
The Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed,
and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument with
respect to the 2027 Notes. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions
included in the Base Indenture with respect to the 2027 Notes, unless not permitted by law. The
Trustee accepts the trusts created by the Base Indenture, as supplemented by this Second Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Second Supplemental
Indenture.


 






     


     


    

 


Section 806. The
provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section 807. Notwithstanding
anything else to the contrary herein, the terms and provisions of this Second Supplemental Indenture shall apply only to the 2027 Notes
and shall not apply to any other series of Securities under the Base Indenture, and this Second Supplemental Indenture shall not and does
not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Base Indenture,
whether now or hereafter issued and Outstanding.


 


Section 808. The
recitals contained herein and in the 2027 Notes, except the Trustee’s certificate of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Indenture, the 2027 Notes or any Additional Notes, except that the Trustee represents that
it is duly authorized to execute and deliver this Second Supplemental Indenture, authenticate the 2027 Notes and any Additional Notes
and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the 2027 Notes
or any Additional Notes or the proceeds thereof. All rights, protections, privileges, indemnities, immunities and benefits granted or
afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all
actions taken, suffered or omitted by the Trustee in each of its capacities hereunder.


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed as of the date first above written.


 


	 	RUNWAY GROWTH FINANCE CORP. 
	 	 
	 	By: 	/s/ R. David Spreng
	 	Name: 	R. David Spreng 
	 	Title:   	President and Chief Executive Officer 
	 	 
	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By: 	/s/ Karen Beard
	 	Name: 	Karen Beard 
	 	Title: 	Vice President


 


[Signature page to Second Supplemental Indenture]


 






     


     


    

 


Exhibit A — Form of Global Note


 


This Security is a Global Note within the meaning
of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This Security
may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered,
in the name of any Person other than The Depository Trust Company or a nominee thereof, except in the limited circumstances described
in the Indenture.


 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment
and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested
by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.


 


Runway Growth Finance Corp.


 


	No.  	 	
    $

    Units

	 	 	CUSIP No. 78163D 308
	 	 	ISIN No.  US78163D3089


 


8.00% Notes due 2027


 


Runway Growth Finance Corp.,
a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ___________ dollars (U.S. $___________; ____________ Units) on December 31, 2027, and to pay interest thereon
from December 7, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on
March 1, June 1, September 1 and December 1 in each year, commencing March 1, 2023 (provided, that if an Interest Payment Date
falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day and
no additional interest shall accrue as a result of such delayed payment), at the rate of 8.00% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall,
as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular
Record Date for such interest, which shall be February 15, May 15, August 15 or November 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may
be issued as part of a series.


 


Payment of the principal of
(and premium, if any) and any such interest on this Security shall be made at the Corporate Trust Office of the Trustee  located
at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: Runway Growth Finance Corp. (8.00% Notes Due 2027) in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; provided, further, however, that so long as the 2027 Notes are registered to Cede
 & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and
the Trustee.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






    A-1


     


    

 


In Witness
Whereof, the Company has caused this instrument to be duly executed.


 


Dated:  


	 	RUNWAY GROWTH FINANCE CORP. 
	 	 	 
	 	By:	 
	 	 	Name:	 R. David Spreng 
	 	 	Title:	Chief Executive Officer and President 


 


	Attest	 
	 	 	 
	By:	 	 
	Name: Thomas B. Raterman 	 
	Title: Chief Operating Officer and Chief Financial Officer 	 


 






    A-2


     


    

 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-3


     


    

 


Runway Growth Finance Corp. 

8.00% Notes due 2027


 


This Security is one of a
duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of July 28, 2022 (herein called the “Base Indenture”), between the Company and
U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered, as supplemented by the Second Supplemental Indenture, dated as of December
7, 2022, by and between the Company and the Trustee (herein called the “Second Supplemental Indenture”, the Second Supplemental
Indenture and the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the
Base Indenture and the Second Supplemental Indenture, the Second Supplemental Indenture shall govern and control.


 


This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to $__________ (__________ Units). Under a Board
Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without
the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”)
having the same ranking and the same interest rate, maturity and other terms as the Securities. Any Additional Securities and the existing
Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the
Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this series
are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after December 31,
2024, at a redemption price of $25 per security plus accrued and unpaid interest payments otherwise payable for the then-current quarterly
interest period accrued to, but excluding, the date fixed for redemption.


 


Notice of redemption shall
be given in writing and mailed, first-class postage prepaid, by overnight courier guaranteeing next-day delivery or sent electronically
in accordance with the applicable procedures of DTC with respect to 2027 Notes in global form, to each Holder of the Securities to be
redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address,
facsimile or email address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104
of the Base Indenture.


 


Any exercise of the Company’s
option to redeem the Securities shall be done in compliance with the Investment Company Act, and the rules, regulations and interpretations
promulgated thereunder, to the extent applicable.


 


If the Company elects to redeem
only a portion of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with the applicable
procedures of the Depositary and in accordance with Section 1103 of the Base Indenture and the Investment Company Act, and the rules and
regulations promulgated thereunder, to the extent applicable. In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.


 


Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Securities called for redemption.


 


Holders of Securities do not
have the option to have the Securities repaid prior to December 31, 2027.


 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 






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If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.


  


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default, other than an Event of Default referred to in Section 501(5) or
Section 501(6) of the Indenture with respect to the Company, with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security against the costs,
expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or
security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein. If an Event of Default referred to in
Section 501(5) or Section 501(6) of the Indenture with respect to the Company has occurred, the entire principal amount of all
the Securities of this series shall automatically become due and immediately payable.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Securities of this series
are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


The Indenture and this Security
shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of
laws.


 






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